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$ (723)

$ 840

$ 253

141

(503)

(51)

163

168

Comprehensive income (loss) adjustments, before tax

(730)

(464)

Investments and other

(629)

(804)

352

(1,352)

605

(1,188)

281

399

(417)

(23)

172

101

Comprehensive income (loss) adjustments, before tax

(164)

(148)

Investments and other

(3)

(104)

(219)

(1,292)

$ 455

$ (95)

527

569

(16)

(86)

(28)

(9)

Tax expense on other comprehensive loss

243

(566)

(493)

Investments and other

^[1]

(6)

Other comprehensive income (loss)

290

(524)

(587)

$ 195

$ 3

$ (18)

$ 441

(13)

Other comprehensive income (loss)

Cash and cash equivalents

$ 534

[1]	Taxes on other comprehensive income did not impact Continental's net deferred tax position due to an offsetting tax benefit on the loss from continuing operations as described in Note 8.

Consolidated Balance Sheets - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

Current assets:

$ 4,770

$ 6,246

Short-term investments

1,773

1,516

Total unrestricted cash, cash equivalents and short-term investments

6,543

7,762

Receivables, less allowance for doubtful accounts

1,338

1,358

Aircraft fuel, spare parts and supplies, less obsolescence allowance

695

615

Prepaid expenses and other

543

615

865

607

Total current assets

10,049

10,997

Operating property and equipment: Owned-

17,561

15,786

Operating property and equipment - owned, gross

3,269

3,126

20,830

18,912

Less-Accumulated depreciation and amortization

(5,006)

(4,005)

Operating property and equipment - owned, net

15,824

14,907

Purchase deposits for flight equipment

462

382

Capital leases-

1,484

1,458

Operating property and equipment - capital leases, gross

235

237

1,719

1,695

Less-Accumulated amortization

(713)

(565)

Operating property and equipment - capital leases, net

1,006

1,130

Total property, plant, and equipment, net

17,292

16,419

Other assets:

Intangibles, less accumulated amortization

4,523

4,597

4,750

382

529

Other, net

785

770

Other assets total

10,287

10,572

Total assets

37,628

37,988

Current liabilities:

Advance ticket sales

3,360

3,114

Accrued salaries and benefits

2,364

2,405

Accounts payable

2,312

1,998

1,763

1,509

Current maturities of long-term debt

1,812

1,186

Current maturities of capital leases

122

^[1],[2]

125

Total current liabilities

1,085

1,057

12,818

11,394

Long-term debt

10,440

10,496

Long-term obligation under capital leases

792

^[1],[2]

928

Other liabilities and deferred credits:

Postretirement benefit liability

2,756

3,253

2,614

2,407

Pension liability

2,400

1,862

Advanced purchase of miles

1,537

1,711

Lease fair value adjustment, net

1,543

1,603

881

1,133

Total non-current liabilities

1,366

1,395

13,097

13,364

Commitments and contingencies

Stockholder's equity (deficit):

Preferred stock

Common stock

Additional capital invested

7,145

7,114

Retained deficit

(5,586)

(4,863)

Stock held in treasury, at cost

(35)

(31)

Accumulated other comprehensive loss

(1,046)

(417)

Total stockholders' equity (deficit)

481

1,806

Total liabilities and stockholders' equity (deficit)

37,628

37,988

Cash and cash equivalents

Current assets:

2,766

3,458

Short-term investments

326

275

Total unrestricted cash, cash equivalents and short-term investments

3,092

3,733

Receivables, less allowance for doubtful accounts

1,194

763

Aircraft fuel, spare parts and supplies, less obsolescence allowance

402

340

Receivables from related parties

272

348

2,767

228

Prepaid expenses and other

700

447

Total current assets

8,492

5,899

Operating property and equipment: Owned-

9,476

9,135

Operating property and equipment - owned, gross

2,262

2,260

11,738

11,395

Less-Accumulated depreciation and amortization

(3,877)

(3,359)

Operating property and equipment - owned, net

7,861

8,036

Purchase deposits for flight equipment

219

Capital leases-

1,484

1,458

Operating property and equipment - capital leases, gross

1,549

1,525

Less-Accumulated amortization

(683)

(548)

Operating property and equipment - capital leases, net

866

977

Total property, plant, and equipment, net

8,946

9,070

Other assets:

Intangibles, less accumulated amortization

2,228

2,283

Receivables from related parties

272

393

270

Other, net

594

600

Other assets total

3,364

3,276

Total assets

20,802

18,245

Current liabilities:

Advance ticket sales

3,321

1,652

Accrued salaries and benefits

2,364

1,484

Accounts payable

1,518

1,109

1,204

988

Current maturities of long-term debt

1,090

615

Current maturities of capital leases

119

^[1]

122

Payables to related parties

104

Total current liabilities

935

853

10,626

6,927

Long-term debt

4,285

5,130

Long-term obligation under capital leases

618

^[1]

735

Other liabilities and deferred credits:

Postretirement benefit liability

2,756

2,018

2,384

2,115

Pension liability

Advanced purchase of miles

1,537

1,442

648

707

Total non-current liabilities

1,035

983

8,457

7,357

Commitments and contingencies

Stockholder's equity (deficit):

Additional capital invested

3,444

3,432

Retained deficit

(6,396)

(5,208)

Accumulated other comprehensive loss

(232)

(128)

Total stockholders' equity (deficit)

(3,184)

(1,904)

Total liabilities and stockholders' equity (deficit)

20,802

18,245

Cash and cash equivalents

Current assets:

1,999

2,782

Short-term investments

1,447

1,241

Total unrestricted cash, cash equivalents and short-term investments

3,446

4,023

Receivables, less allowance for doubtful accounts

144

595

Aircraft fuel, spare parts and supplies, less obsolescence allowance

293

275

Receivables from related parties

274

267

Prepaid expenses and other

147

165

Total current assets

4,305

5,325

Operating property and equipment: Owned-

8,086

6,651

Operating property and equipment - owned, gross

1,007

866

9,093

7,517

Less-Accumulated depreciation and amortization

(1,129)

(646)

Operating property and equipment - owned, net

7,964

6,871

Purchase deposits for flight equipment

243

324

Capital leases-

Less-Accumulated amortization

170

(31)

(17)

Operating property and equipment - capital leases, net

139

153

Total property, plant, and equipment, net

8,346

7,348

Other assets:

Intangibles, less accumulated amortization

4,523

2,371

2,469

110

135

Other, net

458

364

Other assets total

7,462

7,491

Total assets

20,113

20,164

Current liabilities:

Advance ticket sales

1,462

Accrued salaries and benefits

921

Accounts payable

798

894

559

521

Current maturities of long-term debt

722

571

Current maturities of capital leases

^[1]

Payables to related parties

2,542

Total current liabilities

210

279

4,873

4,662

Long-term debt

5,753

4,957

Long-term obligation under capital leases

174

^[1]

193

Other liabilities and deferred credits:

Postretirement benefit liability

1,235

230

292

Pension liability

2,303

1,770

Advanced purchase of miles

270

Lease fair value adjustment, net

822

820

881

1,133

Payables to related parties

270

Total non-current liabilities

460

507

4,966

6,027

Commitments and contingencies

Stockholder's equity (deficit):

Additional capital invested

4,167

4,148

Retained deficit

1,001

474

Accumulated other comprehensive loss

(821)

(297)

Total stockholders' equity (deficit)

4,347

4,325

Total liabilities and stockholders' equity (deficit)

$ 20,113

$ 20,164

[1]

As of December 31, 2012, United's aircraft capital lease minimum payments relate to leases of 49 mainline and 38 regional aircraft and Continental's capital lease minimum payments relate to nonaircraft assets. United's and Continental's imputed interest rate ranges are 3.3% to 20.0% and 5.0% to 8.4%, respectively.

[2]

The operating lease payments presented above include United's and Continental's future payments of $2 million and $128 million, respectively, related to nonoperating aircraft as of December 31, 2012. United and Continental have two and 23 nonoperating aircraft subject to leases, respectively. United's regional carrier, Express Jet, subleases aircraft from Continental; UAL operating lease payments exclude payments related to these aircraft.

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011
Receivables, allowance for doubtful accounts	$ 13	$ 7
Aircraft fuel, spare parts and supplies, obsolescence allowance	125	89
Intangibles, accumulated amortization	$ 792	$ 670
Common stock, par value	$ 0.01	$ 0.01
Common shares, authorized	1,000,000,000	1,000,000,000
Common shares, outstanding	332,472,779	330,906,192
United Air Lines Inc
Receivables, allowance for doubtful accounts	$ 11	$ 5
Aircraft fuel, spare parts and supplies, obsolescence allowance	86	73
Intangibles, accumulated amortization	$ 588	$ 534
Common stock, par value	$ 5	$ 5
Common shares, authorized	1,000	1,000
Common shares, issued	205	205
Continental Airlines Inc
Receivables, allowance for doubtful accounts	$ 2	$ 2
Aircraft fuel, spare parts and supplies, obsolescence allowance	39	16
Intangibles, accumulated amortization	$ 204	$ 136
Common stock, par value	$ 0.01	$ 0.01
Common shares, authorized	1,000	1,000
Common shares, issued	1,000	1,000
Common shares, outstanding	1,000	1,000

Statements of Consolidated Cash Flows - USD ($) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash Flows from Operating Activities:
Net income (loss)			$ (723)	$ 840	$ 253
Adjustments to reconcile net income (loss) to net cash provided by operating activities -
Depreciation and amortization			1,522	1,547	1,079
Special charges, non-cash portion			389	46	166
Debt and lease discount amortization			(247)	(186)	28
Share-based compensation			14	17	14
Deferred income taxes			13	(6)	(10)
Other operating activities			118	77	86
Changes in operating assets and liabilities -
Decrease in frequent flyer deferred revenue and advanced purchase of miles			(712)	(110)	(67)
(Increase) decrease in other assets			(484)	(181)	59
Increase (decrease) in other liabilities			415	220	265
Increase (decrease) in accounts payable			285	177	255
Increase (decrease) in advance ticket sales			246	115	(205)
Unrealized (gain) loss on fuel derivatives and change in related pending settlements			120	(2)	7
(Increase) decrease in receivables			(21)	(87)	(33)
(Increase) decrease in fuel hedge collateral				(59)	10
Net cash provided by operating activities			935	2,408	1,907
Cash Flows from Investing Activities:
Capital expenditures and aircraft purchase deposits paid			(2,016)	(840)	(416)
(Increase) decrease in short-term and other investments, net			(245)	(898)	(84)
Proceeds from sale of property and equipment			183	123	48
(Increase) decrease in restricted cash, net			122	(185)	68
Increase in cash from acquisition of Continental					3,698
Other, net			(1)	1	6
Net cash provided by (used in) investing activities			(1,957)	(1,799)	3,320
Cash Flows from Financing Activities:
Payments of long-term debt			(1,392)	(2,367)	(2,023)
Principal payments under capital leases			(125)	(250)	(484)
Decrease in aircraft lease deposits				15	236
Increase in deferred financing costs			(71)	(8)	(33)
Proceeds from exercise of stock options			17	26	21
Proceeds from issuance of long-term debt			1,121	152	2,086
Purchases of treasury stock			(4)		(3)
Net cash provided by (used in) financing activities			(454)	(2,432)	(200)
Net increase (decrease) in cash and cash equivalents			(1,476)	(1,823)	5,027
Cash and cash equivalents at beginning of period		$ 3,042	6,246	8,069	3,042
Cash and cash equivalents at end of period	$ 8,069		4,770	6,246	8,069
United Air Lines Inc
Cash Flows from Operating Activities:
Net income (loss)			(1,188)	281	399
Adjustments to reconcile net income (loss) to net cash provided by operating activities -
Depreciation and amortization			930	921	903
Special charges, non-cash portion			378	36	166
Debt and lease discount amortization			34	56	93
Share-based compensation			9	9	13
Deferred income taxes			17		(12)
Other operating activities			83	77	83
Changes in operating assets and liabilities -
Decrease in frequent flyer deferred revenue and advanced purchase of miles			(674)	(235)	(126)
(Increase) decrease in other current assets			(506)	(129)	(2)
Increase (decrease) in other liabilities			494	200	262
Increase (decrease) in accounts payable			381	199	101
Increase (decrease) in advance ticket sales			1,669	116	44
Unrealized (gain) loss on fuel derivatives and change in related pending settlements			70	27	4
(Increase) decrease in receivables			(458)	(30)	(101)
(Increase) decrease in fuel hedge collateral				(59)	10
(Increase) decrease in intercompany receivables			(349)	(93)	(160)
Increase (decrease) in intercompany payables			(28)	42	120
Net cash provided by operating activities			862	1,418	1,797
Cash Flows from Investing Activities:
Capital expenditures and aircraft purchase deposits paid			(791)	(470)	(360)
(Increase) decrease in short-term and other investments, net			(41)	(269)	18
Proceeds from sale of property and equipment			56	15	40
(Increase) decrease in restricted cash, net			96	(210)	68
Other, net			(1)	2	7
Net cash provided by (used in) investing activities			(681)	(932)	(227)
Cash Flows from Financing Activities:
Payments of long-term debt			(738)	(1,456)	(1,667)
Principal payments under capital leases			(122)	(246)	(482)
Decrease in aircraft lease deposits				15	236
Increase in deferred financing costs			(11)	(8)	(33)
Proceeds from exercise of stock options			3	2	9
Proceeds from issuance of long-term debt					1,995
Other, net			(5)		1
Net cash provided by (used in) financing activities			(873)	(1,693)	59
Net increase (decrease) in cash and cash equivalents			(692)	(1,207)	1,629
Cash and cash equivalents at beginning of period		3,036	3,458	4,665	3,036
Cash and cash equivalents at end of period	4,665		2,766	3,458	4,665
Continental Airlines Inc
Cash Flows from Financing Activities:
Cash and cash equivalents at beginning of period			2,782
Cash and cash equivalents at end of period			1,999	2,782
Continental Airlines Inc \| Successor
Cash Flows from Operating Activities:
Net income (loss)	(95)		527	569
Adjustments to reconcile net income (loss) to net cash provided by operating activities -
Depreciation and amortization	177		592	626
Special charges, non-cash portion			11	10
Debt and lease discount amortization	(64)		(272)	(242)
Share-based compensation	1		5	9
Deferred income taxes	(6)		(4)	(6)	(6)
Other operating activities	(10)		(8)	25
Changes in operating assets and liabilities -
Decrease in frequent flyer deferred revenue and advanced purchase of miles	59		(39)	125
(Increase) decrease in other current assets	56		22	(71)
Increase (decrease) in other liabilities	1		(72)	40
Increase (decrease) in accounts payable	213		(96)	(23)
Increase (decrease) in advance ticket sales	(248)		(1,423)	(1)
Unrealized (gain) loss on fuel derivatives and change in related pending settlements	4		50	(29)
(Increase) decrease in receivables	5		436	(57)
(Increase) decrease in intercompany receivables			(1)	3
Increase (decrease) in intercompany payables			341	11
Net cash provided by operating activities	93		69	989
Cash Flows from Investing Activities:
Capital expenditures and aircraft purchase deposits paid	(56)		(1,225)	(370)
(Increase) decrease in short-term and other investments, net	(102)		(199)	(629)
Proceeds from sale of property and equipment	20		127	108
(Increase) decrease in restricted cash, net			25	25
Net cash provided by (used in) investing activities	(138)		(1,272)	(866)
Cash Flows from Financing Activities:
Payments of long-term debt and capital lease obligations	(358)		(657)	(915)
Increase in deferred financing costs			(58)
Proceeds from issuance of long-term debt	90		1,121	152
Proceeds from exercise of stock options	13		14	24
Net cash provided by (used in) financing activities	(255)		420	(739)
Net increase (decrease) in cash and cash equivalents	(300)		(783)	(616)
Cash and cash equivalents at beginning of period	3,698		2,782	3,398
Cash and cash equivalents at end of period	3,398	3,698	$ 1,999	$ 2,782	3,398
Continental Airlines Inc \| Predecessor
Cash Flows from Operating Activities:
Net income (loss)		441
Adjustments to reconcile net income (loss) to net cash provided by operating activities -
Depreciation and amortization		380
Special charges, non-cash portion		18
Debt and lease discount amortization		8
Share-based compensation		10
Other operating activities		10
Changes in operating assets and liabilities -
Decrease in frequent flyer deferred revenue and advanced purchase of miles		141
(Increase) decrease in other current assets		(176)
Increase (decrease) in other liabilities		230
Increase (decrease) in accounts payable		44
Increase (decrease) in advance ticket sales		400
Unrealized (gain) loss on fuel derivatives and change in related pending settlements		(11)
(Increase) decrease in receivables		(188)
Net cash provided by operating activities		1,307
Cash Flows from Investing Activities:
Capital expenditures and aircraft purchase deposits paid		(236)
(Increase) decrease in short-term and other investments, net		(171)
Proceeds from sale of property and equipment		32
(Increase) decrease in restricted cash, net		3
Net cash provided by (used in) investing activities		(372)
Cash Flows from Financing Activities:
Payments of long-term debt and capital lease obligations		(836)
Proceeds from issuance of long-term debt		1,025
Proceeds from exercise of stock options		28
Net cash provided by (used in) financing activities		217
Net increase (decrease) in cash and cash equivalents		1,152
Cash and cash equivalents at beginning of period	$ 3,698	2,546			$ 2,546
Cash and cash equivalents at end of period		$ 3,698

Statements of Consolidated Stockholder's Equity (Deficit) - USD ($) shares in Thousands, $ in Millions	Total	United Air Lines Inc	Continental Airlines Inc	Common Stock	Common Stock Continental Airlines Inc	Additional Capital Invested	Additional Capital Invested United Air Lines Inc	Additional Capital Invested Continental Airlines Inc	Treasury Stock	Retained Deficit	Retained Deficit United Air Lines Inc	Retained Deficit Continental Airlines Inc	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) United Air Lines Inc	Accumulated Other Comprehensive Income (Loss) Continental Airlines Inc
Beginning Balance (in shares) (Predecessor) at Dec. 31, 2009					139,000
Beginning Balance (in shares) at Dec. 31, 2009				168,000
Beginning Balance (Predecessor) at Dec. 31, 2009			$ 590		$ 1			$ 2,216				$ (442)			$ (1,185)
Beginning Balance at Dec. 31, 2009	$ (2,811)	$ (2,452)		$ 2		$ 3,136	$ 3,401		$ (28)	$ (5,956)	$ (5,888)		$ 35	$ 35
Net income (loss) \| Predecessor			441									441
Other comprehensive income (loss) \| Predecessor			93												93
Share-based compensation \| Predecessor			$ 10					10
Proceeds from exercise of stock options (in shares) \| Predecessor			1,652		2,000
Proceeds from exercise of stock options \| Predecessor			$ 28					28
Ending Balance (in shares) (Predecessor) at Sep. 30, 2010					141,000
Ending Balance (Predecessor) at Sep. 30, 2010			1,162		$ 1			2,254				(1)			(1,092)
Beginning Balance (in shares) (Predecessor) at Dec. 31, 2009					139,000
Beginning Balance (in shares) at Dec. 31, 2009				168,000
Beginning Balance (Predecessor) at Dec. 31, 2009			590		$ 1			2,216				(442)			(1,185)
Beginning Balance at Dec. 31, 2009	(2,811)	(2,452)		$ 2		3,136	3,401		(28)	(5,956)	(5,888)		35	35
Net income (loss)	253	399								253	399
Other comprehensive income (loss)	352	56											352	56
Shares issued in exchange for Continental common stock (in shares)				148,000
Shares issued in exchange for Continental common stock	3,502			$ 1		3,501
Equity component of Continental convertible debt assumed in Merger	157					157
Shares issued in exchange for redemption of Continental convertible debt (in shares)				9,000
Shares issued in exchange for redemption of Continental convertible debt	164					164
Fair value of Continental stock options related to Merger	78					78
Share-based compensation	$ 14	12				14	12
Proceeds from exercise of stock options (in shares)	2,467			3,000
Proceeds from exercise of stock options	$ 21					21
Capital contributions from parent		8					8
Treasury stock acquisitions	(3)								(3)
Ending Balance (in shares) at Dec. 31, 2010				328,000
Ending Balance (Successor) at Dec. 31, 2010			4,310					4,115				(95)			290
Ending Balance at Dec. 31, 2010	1,727	(1,977)		$ 3		7,071	3,421		(31)	(5,703)	(5,489)		387	91
Beginning Balance (in shares) (Predecessor) at Sep. 30, 2010					141,000
Beginning Balance (Predecessor) at Sep. 30, 2010			1,162		$ 1			2,254				(1)			(1,092)
Elimination of equity accounts in connection with the Merger (in shares) \| Successor					(141,000)
Elimination of equity accounts in connection with the Merger \| Successor			(1,162)		$ (1)			(2,254)				1			1,092
Net income (loss) \| Successor			(95)									(95)
Shares issued in exchange for Continental common stock \| Successor			3,579					3,579
Contribution of indenture derivative asset by UAL \| Successor			520					520
Other comprehensive income (loss) \| Successor			290												290
Capital contributions from parent \| Successor			13					13
Other \| Successor			3					3
Ending Balance (in shares) at Dec. 31, 2010				328,000
Ending Balance (Successor) at Dec. 31, 2010			4,310					4,115				(95)			290
Ending Balance at Dec. 31, 2010	1,727	(1,977)		$ 3		7,071	3,421		(31)	(5,703)	(5,489)		387	91
Net income (loss) \| Successor			569									569
Net income (loss)	840	281								840	281
Other comprehensive income (loss)	(804)	(219)											(804)	(219)
Other comprehensive income (loss) \| Successor			(587)												(587)
Share-based compensation \| Successor			9					9
Share-based compensation	$ 17	9				17	9
Proceeds from exercise of stock options (in shares)	2,449			3,000
Proceeds from exercise of stock options	$ 26					26
Capital contributions from parent \| Successor			24					24
Capital contributions from parent		2					2
Ending Balance (in shares) at Dec. 31, 2011				331,000
Ending Balance (Successor) at Dec. 31, 2011			4,325					4,148				474			(297)
Ending Balance at Dec. 31, 2011	1,806	(1,904)	4,325	$ 3		7,114	3,432		(31)	(4,863)	(5,208)		(417)	(128)
Net income (loss) \| Successor			527									527
Net income (loss)	(723)	(1,188)								(723)	(1,188)
Other comprehensive income (loss)	(629)	(104)											(629)	(104)
Other comprehensive income (loss) \| Successor			(524)												(524)
Share-based compensation \| Successor			5					5
Share-based compensation	$ 14	9				14	9
Proceeds from exercise of stock options (in shares)	1,327			1,000
Proceeds from exercise of stock options	$ 17					17
Capital contributions from parent \| Successor			14					14
Capital contributions from parent		3					3
Treasury stock acquisitions	(4)								(4)
Ending Balance (in shares) at Dec. 31, 2012				332,000
Ending Balance (Successor) at Dec. 31, 2012			4,347					$ 4,167				$ 1,001			$ (821)
Ending Balance at Dec. 31, 2012	$ 481	$ (3,184)	$ 4,347	$ 3		$ 7,145	$ 3,444		$ (35)	$ (5,586)	$ (6,396)		$ (1,046)	$ (232)

Merger

12 Months Ended

Dec. 31, 2012

Merger

NOTE 1 - MERGER

On May 2, 2010, UAL Corporation, Continental and JT Merger Sub Inc., a wholly-owned subsidiary of UAL Corporation, entered into an Agreement and Plan of Merger (the “Merger agreement”). On October 1, 2010, JT Merger Sub Inc. merged with and into Continental, with Continental surviving as a wholly-owned subsidiary of UAL Corporation (the “Merger”). Upon closing of the Merger, UAL Corporation became the parent company of both United and Continental and UAL Corporation’s name was changed to United Continental Holdings, Inc.

Pursuant to the terms of the Merger agreement, each outstanding share of Continental common stock was converted into and became exchangeable for 1.05 fully paid and nonassessable shares of UAL common stock with any fractional shares paid in cash. UAL issued approximately 148 million shares of UAL common stock to former holders of Continental Class B common stock (“Continental common stock”). Based on the closing price of $23.66 per share of UAL common stock on September 30, 2010, the last trading day before the closing of the Merger, the aggregate value of the consideration paid in connection with the Merger was approximately $3.7 billion.

The Merger was accounted for as a business combination using the acquisition method of accounting with Continental considered the acquiree. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their fair values as of the acquisition date. The acquisition values have been pushed down to Continental for its separate-entity financial statements as of October 1, 2010. The excess of the purchase price over the net fair value of assets and liabilities acquired was recorded as goodwill. Goodwill will not be amortized, but will be tested for impairment at least annually.

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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Significant Accounting Policies

Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The following policies are applicable to UAL, United and Continental, except as noted below under Continental Predecessor Accounting Policies, for accounting policies followed by Continental Predecessor that are materially different than the Company’s accounting policies.

(a)

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

(b)

Passenger Revenue Recognition—The value of unused passenger tickets is included in current liabilities as advance ticket sales. The Company records passenger ticket sales and tickets sold by other airlines for use on United or Continental as passenger revenue when the transportation is provided or upon estimated breakage. Tickets sold by other airlines are recorded at the estimated values to be billed to the other airlines. Non-refundable tickets generally expire on the date of the intended flight, unless the date is extended by notification from the customer on or before the intended flight date.

Fees charged in association with changes or extensions to non-refundable tickets are recorded as other revenue at the time the fee is incurred. The fare on the changed ticket, including any additional collection, is deferred and recognized in accordance with our transportation revenue recognition policy at the time the transportation is provided. Change fees related to non-refundable tickets are considered a separate transaction from the air transportation because they represent a charge for the Company’s additional service to modify a previous sale. Therefore, the pricing of the change fee and the initial customer order are separately determined and represent distinct earnings processes. Refundable tickets expire after one year.

The Company records an estimate of breakage revenue on the flight date for tickets that will expire unused. These estimates are based on the evaluation of actual historical results. During the year ended December 31, 2012, UAL revised its estimate of breakage resulting in a reduction of passenger revenue of approximately $100 million (the majority of which relates to Continental). The Company recognizes cargo and other revenue as service is provided.

Under our capacity purchase agreements with regional carriers, we purchase all of the capacity related to aircraft covered by the contracts and are responsible for selling all of the related seat inventory. We record the passenger revenue and related expenses as separate operating revenue and expense in the consolidated statement of operations.

In the separate financial statements of United and Continental, for tickets sold by one carrier but flown by the other, the carrier that operates the aircraft recognizes the associated revenue. Starting in March 2012, all tickets were sold through United. See Note 20 for additional information regarding related party transactions.

Accounts receivable primarily consist of amounts due from credit card companies and customers of our aircraft maintenance and cargo transportation services. We provide an allowance for uncollectible accounts equal to the estimated losses expected to be incurred based on historical write-offs and other specific analyses. Bad debt expense and write-offs were not material for the years ended December 31, 2012, 2011 and 2010.

(c)

Frequent Flyer Accounting—The Company has a frequent flyer program that is designed to increase customer loyalty. Program participants earn mileage credits (“miles”) by flying on United, Continental and certain other participating airlines. Program participants can also earn miles through purchases from other non-airline partners that participate in the Company’s loyalty program. We sell miles to these partners, which include credit card issuers, retail merchants, hotels, car rental companies, and our participating airline partners. Miles can be redeemed for free, discounted or upgraded air travel and non-travel awards. The Company records its obligation for future award redemptions using a deferred revenue model.

In the first quarter of 2012, the Company moved to a single loyalty program, MileagePlus. Continental’s loyalty program formally ended in the first quarter of 2012, at which point United automatically enrolled OnePass members in MileagePlus and deposited into those MileagePlus accounts award miles equal to OnePass members’ award miles balance.

Miles Earned in Conjunction with Flights

In the case of the sale of air services, the Company recognizes a portion of the ticket sales as revenue when the air transportation occurs and defers a portion of the ticket sale representing the value of the related miles.

The Company adopted Accounting Standards Update 2009-13, Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force (“ASU 2009-13”) on January 1, 2011. In accordance with ASU 2009-13, the Company determines the estimated selling price of the air transportation and miles as if each element is sold on a separate basis. The total consideration from each ticket sale is then allocated to each of these elements individually on a pro rata basis. The Company revised the estimated selling price of miles as a prospective change in estimate, effective January 1, 2012, and it is based on the price we sell miles to Star Alliance partners in our reciprocal frequent flyer agreements as the best estimate of selling price for these miles. Any changes to the composition of Star Alliance airline partners may result in the existing estimated selling price of air transportation miles no longer being representative of the best estimate of selling price and could result in a change to the amount and method we use to determine the estimated selling price. On February 14, 2013, US Airways announced an agreement to merge with AMR Corporation and its intent to exit Star Alliance as a result of such merger. We are currently unable to estimate the timing or amount of any changes to estimated selling price as a result of this merger.

Prior to 2011, the Company accounted for the sale of air transportation by deferring the fair value of miles and recognizing the residual amount of ticket proceeds as passenger revenue at the time the air transportation was provided. The fair value of miles was based on an equivalent ticket value that was a weighted average ticket value of each outstanding mile, based upon projected redemption patterns for available award choices when such miles were consumed.

Co-branded Credit Card Partner Mileage Sales

United also has a significant contract to sell frequent flyer miles to its co-branded credit card partner, Chase Bank USA, N.A. (“Chase”). On June 9, 2011, this contract was modified and the Company entered into The Consolidated Amended and Restated Co-Branded Card Marketing Services Agreement dated June 9, 2011 (the “Co-Brand Agreement”) with Chase.

The Company has identified five revenue elements in the Co-Brand Agreement: the air transportation element represented by the value of the mile (generally resulting from its redemption for future air transportation); use of the United brand and access to frequent flyer member lists; advertising; baggage services; and airport lounge usage (together, excluding “the air transportation element”, the “marketing-related deliverables”).

The fair value of the elements is determined using management’s estimated selling price of each element. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, volume discounts, published selling prices, number of miles awarded and number of miles redeemed. The Company estimated the selling prices and volumes over the term of the Co-Brand Agreement in order to determine the allocation of proceeds to each of the multiple elements to be delivered.

The estimated selling price of miles is based on the contractual rate at which we sell miles to our Star Alliance partners participating in reciprocal frequent flyer programs as the best estimate of selling price for these miles, which is generally consistent with the methodology described in Miles Earned in Conjunction with Flights, above. Management prospectively applied this change in estimate effective January 1, 2012. The financial impact of this change in estimate was substantially offset by the Company’s change in estimate of its breakage for a portion of its miles, which were previously not subject to an expiration policy. The revised estimates to breakage increased the estimate of miles in the population that are expected to ultimately expire.

The transition provisions of ASU 2009-13 required the Company’s existing deferred revenue balance be adjusted retroactively to reflect the value of any undelivered element remaining at the date of contract modification as if we had been applying ASU 2009-13 since the initiation of the Co-Brand Agreement. We applied this transition provision by revaluing the undelivered air transportation element using its new estimated selling price as determined in connection with the contract modification. This estimated selling price was lower than the rate at which the undelivered element had been deferred under the previous co-branded credit card contracts, and as a result, we recorded a one-time non-cash adjustment to decrease frequent flyer deferred revenue and increase special revenues by $107 million in June 2011, which is included in the table below under Accounting Policy Changes.

The Company records passenger revenue related to the air transportation element when the transportation is delivered. The other elements are generally recognized as other operating revenue when earned.

Prior to 2011, the Company had two primary revenue elements, marketing and air transportation, using an equivalent ticket value to determine the fair value of miles, and applying a residual accounting methodology to allocate the arrangement consideration.

Expiration of Miles

United accounts for miles sold and awarded that will never be redeemed by program members, which we refer to as “breakage,” using the redemption method. UAL reviews its breakage estimates annually based upon the latest available information regarding redemption and expiration patterns. The Company re-evaluated its population breakage estimates for a portion of its miles, which were previously not subject to an expiration policy, and increased the estimate of miles in the population expected to ultimately expire.

The Company’s estimate of the expected expiration of miles requires significant management judgment. Current and future changes to expiration assumptions or to the expiration policy, or to program rules and program redemption opportunities, may result in material changes to the deferred revenue balance as well as recognized revenues from the programs.

Accounting Policy Changes

The application of ASU 2009-13 in 2011 to passenger ticket transactions and the Chase co-branded credit card relationship (including the special revenue item) resulted in the following estimated increases to revenue in the year of adoption (in millions, except per share amounts):


	Year Ended December 31, 2011
	UAL		United		Continental
Operating revenue (including special revenue item)	$	600	$	395	$	205
Per basic share		1.82		NM		NM
Per diluted share		1.57		NM		NM

The annual impact of adopting ASU 2009-13 on operating revenue will decrease over time. Our ability to project the annual decline for each year is significantly impacted by credit card sales volumes, frequent flyer redemption patterns, and other factors, including the 2012 changes in breakage from the application of the 18 month expiration policy to certain miles and the change in estimated selling price for flight miles, all of which are described above. As a result, the impact of the accounting change in 2012 and future periods cannot be objectively determined.

Other Information

The following table provides additional information related to the frequent flyer program at the UAL consolidated level (in millions):


Year Ended December 31,	Cash Proceeds from Miles Sold		Other Revenue Recognized Upon Award of Miles to Third-Party Customers (a)		Increase in Frequent Flyer Deferred Revenue for Miles Awarded (b)		Net Increase in Advanced Purchase of Miles (c)
2012	$	2,852	$	816	$	2,036	$	—
2011		3,121		566		2,357		198
2010		2,156		331		1,739		86

(a) This amount represents other revenue recognized during the period from the sale of miles to third parties, representing the marketing services component of the sale.
(b) This amount represents the increase to frequent flyer deferred revenue during the period.
(c) This amount represents the net increase in the advance purchase of miles obligation due to cash payments for the sale of miles in excess of miles awarded to customers.

Continental’s frequent flyer program accounting changed significantly as a result of the Merger. See Continental Predecessor Accounting Policies, below, for the Continental Predecessor policy.

(d)	Cash and Cash Equivalents and Restricted Cash— Highly liquid investments with a maturity of three months or less on their acquisition date are classified as cash and cash equivalents.

Restricted cash primarily includes cash collateral associated with workers’ compensation obligations, reserves for institutions that process credit card ticket sales and cash collateral received from fuel hedge counterparties. Restricted cash, cash equivalents and investments are classified as short-term or long-term in the consolidated balance sheets based on the expected timing of return of the assets to the Company. Airline industry practice includes classification of restricted cash flows as either investing cash flows or operating cash flows. Cash flows related to restricted cash activity are classified as investing activities because the Company considers restricted cash arising from these activities similar to an investment.

(e)

Short-term Investments—Short-term investments are classified as available-for-sale and are stated at fair value. Realized gains and losses on sales of investments are reflected in nonoperating income (expense) in the consolidated statements of operations. Unrealized gains and losses on available-for-sale securities are reflected as a component of accumulated other comprehensive income/loss.

(f)	Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts and supplies.

(g)

Property and Equipment—The Company records additions to owned operating property and equipment at cost when acquired. Property under capital leases and the related obligation for future lease payments are recorded at an amount equal to the initial present value of those lease payments. Modifications that enhance the operating performance or extend the useful lives of airframes or engines are capitalized as property and equipment. It is the Company’s policy to record liquidated damages from late delivery of aircraft as a reduction of the cost of the related aircraft.

Depreciation and amortization of owned depreciable assets is based on the straight-line method over the assets’ estimated useful lives. Leasehold improvements are amortized over the remaining term of the lease, including estimated facility renewal options when renewal is reasonably assured at key airports, or the estimated useful life of the related asset, whichever is less. Properties under capital leases are amortized on the straight-line method over the life of the lease or, in the case of certain aircraft, over their estimated useful lives, whichever is shorter. Amortization of capital lease assets is included in depreciation and amortization expense. The estimated useful lives of property and equipment are as follows:


	Estimated Useful Life (in years)
Aircraft and related rotable parts		27 to 30
Buildings		25 to 45
Other property and equipment		4 to 15
Computer software		5
Building improvements		1 to 40

As of December 31, 2012, UAL, United and Continental had a carrying value of computer software of $302 million, $68 million and $234 million, respectively. For the year ended December 31, 2012, UAL, United and Continental depreciation expense related to computer software was $81 million, $37 million and $44 million, respectively. Aircraft parts were assumed to have residual values with a range of 7% to 11% of original cost, depending on type, and other categories of property and equipment were assumed to have no residual value.

(h)

Maintenance and Repairs—The cost of maintenance and repairs, including the cost of minor replacements, is charged to expense as incurred, except for costs incurred under our power-by-the-hour (“PBTH”) engine maintenance agreements. PBTH contracts transfer certain risk to third-party service providers and fix the amount we pay per flight hour or per cycle to the service provider in exchange for maintenance and repairs under a predefined maintenance program. Under PBTH agreements, the Company recognizes expense at a level rate per engine hour, unless the level of service effort and the related payments during the period are substantially consistent, in which case the Company recognizes expense based on the amounts paid.

(i)	Lease Fair Value Adjustments—Lease fair value adjustments, which arose from recording operating leases at fair value under fresh start accounting or the Merger, are amortized on a straight line basis over the related lease term.

(j)

Regional Capacity Purchase—Payments made to regional carriers under capacity purchase agreements are reported in regional capacity purchase in our consolidated statements of operations. As of December 31, 2012, United had 222 call options to purchase regional jet aircraft being operated by certain regional carriers. At December 31, 2012, none of the call options was exercisable because none of the required conditions to make an option exercisable by United was met.

(k)	Advertising—Advertising costs, which are included in other operating expenses, are expensed as incurred. Advertising expenses for the three years ended December 31 were as follows (in millions):


	UAL		United		Continental Successor		Continental Predecessor
2012	$	154	$	83	$	71
2011		142		73		69
2010		90		67		23	$	74

(l)

Intangibles—The Company has finite-lived and indefinite-lived intangible assets, including goodwill. As of December 31, 2012, goodwill represents the excess purchase price over the fair values of tangible and identifiable intangible assets acquired and liabilities assumed from Continental in the Merger. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if events or circumstances indicate that the asset may be impaired. Goodwill and indefinite-lived assets are reviewed for impairment on an annual basis as of October 1, or on an interim basis whenever a triggering event occurs.

In most cases, these indefinite-lived assets are separately associated with and directly assignable to a specific separate company. In cases where the asset is shared between the companies, a prorate allocation was performed based on historical financial and operating measures. This resulted in a fair value allocation of such assets to United and Continental of 54% and 46%, respectively. Any impairment charges resulting from the testing of the fair values of these indefinite-lived intangible assets are also assigned to the applicable company using the same methodology; the impairment charge is recognized at the company to which the asset is assigned. See Notes 4 and 21 for additional information related to intangibles, including impairments recognized in 2012, 2011 and 2010.

(m)

Long-Lived Asset Impairments—The Company evaluates the carrying value of long-lived assets and intangible assets subject to amortization whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, the Company has generally identified the aircraft fleet type as the lowest level of identifiable cash flows for purposes of testing aircraft for impairment. An impairment charge is recognized when the asset’s carrying value exceeds its net undiscounted future cash flows and its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value. See Note 21 for information related to asset impairments.

(n)

Share-Based Compensation—The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Obligations for cash-settled restricted stock units (“RSUs”) are remeasured at fair value throughout the requisite service period on the last day of each reporting period based upon the Company’s stock price. In addition to the service requirement, cash-settled performance-based RSUs have performance metrics that must be achieved prior to vesting. These awards are accrued based on the expected level of achievement at each reporting period. A cumulative adjustment is recorded to adjust compensation expense based on the current fair value of the awards and expected level of achievement for the performance-based awards. See Note 7 for additional information on the Company’s share-based compensation plans.

(o)	Ticket Taxes—Certain governmental taxes are imposed on the Company’s ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis (excluded from operating revenue).

(p)

Retirement of Leased Aircraft—The Company accrues for estimated lease costs over the remaining term of the lease at the present value of future minimum lease payments, net of estimated sublease rentals (if any), in the period that aircraft are permanently removed from service. When reasonably estimable and probable, the Company estimates maintenance lease return condition obligations for items such as minimum aircraft and engine conditions specified in leases and accrues these amounts over the lease term while the aircraft are operating, and any remaining unrecognized estimated obligations are accrued in the period that an aircraft is removed from service.

(q)

Uncertain Income Tax Positions—The Company has recorded reserves for income taxes and associated interest that may become payable in future years. Although management believes that its positions taken on income tax matters are reasonable, the Company nevertheless has established tax and interest reserves in recognition that various taxing authorities may challenge certain of the positions taken by the Company, potentially resulting in additional liabilities for taxes and interest. The Company’s uncertain tax position reserves are reviewed periodically and are adjusted as events occur that affect its estimates, such as the availability of new information, the lapsing of applicable statutes of limitation, the conclusion of tax audits, the measurement of additional estimated liability, the identification of new tax matters, the release of administrative tax guidance affecting its estimates of tax liabilities, or the rendering of relevant court decisions. See Note 8 for further information related to uncertain income tax positions.

(r)

Labor Costs—The Company records expenses associated with amendable labor agreements when the employee group has earned the compensation and the amounts are probable and estimable. These include costs associated with lump sum cash payments that would be made in conjunction with the ratification of labor agreements. To the extent these upfront costs are in lieu of future pay increases, they would be capitalized and amortized over the term of the labor agreements. If not, these amounts would be expensed when they become probable and estimable.

(s)

Third-Party Business—United has third-party business revenue that includes fuel sales, catering, ground handling, maintenance services and frequent flyer award non-air redemptions, and third-party business revenue is recorded in other revenue. The Company has a contract to sell aircraft fuel to a third party which is earnings-neutral but results in revenue and expense, specifically cost of sale which is unrelated to the operation of the airline. United also incurs third-party business expenses, such as maintenance, ground handling and catering services for third parties, fuel sales and non-air mileage redemptions, and those third-party business expenses are recorded in other operating expenses.

Continental Predecessor Accounting Policies

The following summarizes Continental Predecessor accounting policies that materially differ from the Company’s accounting policies, described above.

Revenue Recognition—Continental Predecessor recognized passenger revenue for ticket breakage when the ticket expired unused.

Frequent Flyer Accounting—Continental accounted for mileage credits earned by flying on Continental under an incremental cost model, rather than a deferred revenue model. For those frequent flyer accounts that had sufficient mileage credits to claim the lowest level of free travel, Continental recorded a liability for either the estimated incremental cost of providing travel awards that were expected to be redeemed for travel on Continental or the contractual rate of expected redemption on alliance carriers. Incremental cost included the cost of fuel, meals, insurance and miscellaneous supplies, less any fees charged to the passenger for redeeming the rewards, but did not include any costs for aircraft ownership, maintenance, labor or overhead allocation. The liability was adjusted periodically based on awards earned, awards redeemed, changes in the incremental costs and changes in the frequent flyer program. Changes in the liability were recognized as passenger revenue in the period of change.

Recently Issued Accounting Standards

12 Months Ended

Dec. 31, 2012

Recently Issued Accounting Standards

NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04 (“ASU 2011-04”), Fair Value Measurement: Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS. Some of the key amendments to the fair value measurement guidance include the highest and best use and valuation premise for nonfinancial assets, application to financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risk, premiums or discounts in fair value measurement and fair value of an instrument classified in a reporting entity’s shareholders’ equity. Additional disclosures for fair value measurements categorized in Level 3 of the fair value hierarchy include a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, a description of the valuation processes in place, a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs and the level in the fair value hierarchy of items that are not measured at fair value in the consolidated balance sheet but whose fair value must be disclosed. ASU 2011-04 became effective for the Company’s annual and interim periods beginning January 1, 2012, and the required disclosures are disclosed in Note 12 of this report.

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
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-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

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-URI http://asc.fasb.org/extlink&oid=6523989

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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 01
-Paragraph b
-Subparagraph 6
-Article 10

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2012

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents information about the Company’s goodwill and other intangible assets at December 31 (in millions):


		2012				2011
UAL	Asset life (a)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Goodwill		$	4,523			$	4,523

Finite-lived intangible assets
Airport slots and gates		$	99	$	75	$	100	$	61
Hubs			145		52		145		44
Patents and tradenames			108		99		108		86
Frequent flyer database			1,177		447		1,177		381
Contracts			167		75		167		64
Other			109		44		109		34

Total		$	1,805	$	792	$	1,806	$	670

Indefinite-lived intangible assets
Airport slots and gates		$	981			$	1,011
Route authorities			1,606				1,606
Tradenames and logos			593				593
Alliances			404				404

Total		$	3,584			$	3,614


United		2012				2011
Finite-lived intangible assets
Airport slots and gates	9	$	72	$	59	$	72	$	52
Hubs	20		145		52		145		44
Patents	3		70		70		70		70
Frequent flyer database	21 (b)		521		327		521		296
Contracts	13		140		68		140		60
Other	7		12		12		13		12

Total		$	960	$	588	$	961	$	534

Indefinite-lived intangible assets
Airport slots		$	201			$	201
Route authorities			1,117				1,117
Tradenames			420				420
Alliances			118				118

Total		$	1,856			$	1,856


Continental		2012				2011
Goodwill		$	4,523			$	4,523

Finite-lived intangible assets
Airport slots	4	$	27	$	16	$	28	$	9
Frequent flyer database	23 (b)		656		120		656		85
Tradenames	3		38		29		38		16
Contracts	10		27		7		27		4
Other	27		97		32		96		22

Total		$	845	$	204	$	845	$	136

Indefinite-lived intangible assets
Airport slots		$	782			$	812
Route authorities			489				489
Alliances			286				286
Tradenames and logos			173				173

Total		$	1,730			$	1,760

(a) Weighted average life expressed in years. UAL is covered by the weighted average of each of its individual subsidiaries.

(b) The United and Continental frequent flyer databases are amortized based on an accelerated amortization schedule to reflect utilization of the assets. Estimated cash flows correlating to the expected attrition rate of customers in the frequent flyer databases were considered in the determination of the amortization schedules.

The following table presents information related to the Company’s actual and expected future amortization expense (in millions):


Actual Amortization:	UAL		United		Continental Successor		Continental Predecessor
2012	$	121	$	55	$	66
2011		169		61		108
2010		96		65		31	$	11

Projected Amortization:
2013	$	142	$	52	$	90
2014		129		46		83
2015		106		37		69
2016		91		34		57
2017		81		32		49

See Note 21 for information related to impairment of intangible assets.

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

Common Stockholders' Equity and Preferred Securities

Common Stockholders' Equity and Preferred Securities

12 Months Ended

Dec. 31, 2012

NOTE 5 - COMMON STOCKHOLDERS’ EQUITY AND PREFERRED SECURITIES

UAL

At December 31, 2012, approximately 72 million shares of UAL common stock were reserved for future issuance related to the conversion of convertible debt securities and the issuance of equity based awards under UAL’s incentive compensation plans.

As of December 31, 2012, UAL had two shares of junior preferred stock (par value $0.01 per share) outstanding. In addition, UAL is authorized to issue 250 million shares of preferred stock (without par value) under UAL’s amended and restated certificate of incorporation.

In 2010, approximately nine million shares of UAL common stock were issued upon the redemption of Continental’s $175 million aggregate principal amount of 5% Convertible Notes due 2023. See Note 14 for additional information related to this transaction.

In October 2010, approximately 148 million shares of UAL common stock were issued to Continental stockholders in exchange for Continental common stock in connection with the Merger. See Note 1 for additional information related to this transaction.

Continental

In connection with the Merger, on October 1, 2010, all outstanding 141 million shares of Continental common stock were converted into and exchanged for 1.05 fully paid and nonassessable shares of UAL common stock with any fractional shares paid in cash. The shares of Continental common stock that were acquired by UAL were subsequently canceled and replaced with 1,000 shares of common stock ($0.01 par value), all of which are owned by UAL as of December 31, 2012.

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
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-Subparagraph (SX 210.5-02.29-31)
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Section B
-Paragraph 7, 11A
-Chapter 1
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 19: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 20: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Section 08
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Reference 21: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 22: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Earnings (Loss) Per Share

Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2012

NOTE 6 - EARNINGS (LOSS) PER SHARE

The computations of UAL’s basic and diluted earnings (loss) per share and the number of securities that have been excluded from the computation of diluted earnings per share amounts because they were antidilutive are set forth below (in millions, except per share amounts):


	2012		2011		2010
Basic earnings (loss) per share:
Net income (loss)	$	(723)	$	840	$	253
Less: Income allocable to participating securities		—		(3)		(1)

Earnings (loss) available to common stockholders	$	(723)	$	837	$	252


Basic weighted-average shares outstanding		331		329		207

Earnings (loss) per share, basic	$	(2.18)	$	2.54	$	1.22


Diluted earnings (loss) per share:
Earnings (loss) available to common stockholders	$	(723)	$	837	$	252
Effect of UAL 6% senior convertible notes		—		18		18
Effect of Continental 4.5% convertible notes		—		9		2
Effect of Continental 5% convertible notes		—		—		1

Earnings (loss) available to common stockholders including the effect of dilutive securities	$	(723)	$	864	$	273


Basic weighted-average shares outstanding		331		329		207
Effect of UAL 6% senior convertible notes		—		40		40
Effect of Continental 4.5% convertible notes		—		12		3
Effect of employee stock options		—		2		2
Effect of Continental 5% convertible notes		—		—		1

Diluted weighted-average shares outstanding		331		383		253

Earnings (loss) per share, diluted	$	(2.18)	$	2.26	$	1.08


Potentially dilutive shares excluded from diluted per share amounts:
UAL 6% senior convertible notes		40		—		—
Continental 4.5% convertible notes		12		—		—
UAL 4.5% senior limited-subordination convertible notes		5		11		22
Stock options		4		5		9
Continental 6% convertible junior subordinated debentures		4		4		1
Restricted shares		1		1		—
UAL 5% senior convertible notes		—		—		3

		66		21		35

The adjustments to earnings (loss) available to common stockholders are net of the related effect of profit sharing and income taxes, where applicable.

Continental Predecessor

The computations of Continental Predecessor’s basic and diluted earnings per share for the periods Continental had outstanding publicly-traded equity securities are set forth below (in millions, except per share amounts):


	Nine Months Ended September 30, 2010
Basic earnings per share:
Net income	$	441

Earnings available to common stockholders	$	441

Basic weighted-average shares outstanding		140

Earnings per share, basic	$	3.16


Diluted earnings per share:
Earnings available to common stockholders	$	441
Effect of 5% convertible notes		10
Effect of 6% convertible junior subordinated debentures		10
Effect of 4.5% convertible notes		7

Earnings available to common stockholders including the effect of dilutive securities	$	468


Basic weighted-average shares outstanding		140
Effect of 4.5% convertible notes		12
Effect of 5% convertible notes		9
Effect of 6% convertible junior subordinated debentures		4
Effect of employee stock options		2

Dilutive weighted-average shares outstanding		167

Earnings per share, diluted	$	2.81

The adjustments to earnings available to common stockholders are net of the related effect of profit sharing and income taxes, where applicable.

Approximately two million weighted average options to purchase shares of Continental common stock for the nine months ended September 30, 2010 were excluded from the computation of diluted earnings per share because the effect of including the options would have been antidilutive.

Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2012

Share-Based Compensation Plans

NOTE 7 - SHARE-BASED COMPENSATION PLANS

Prior to the Merger, UAL and Continental maintained separate share-based compensation plans. These plans provide for grants of qualified and non-qualified stock options, stock appreciation rights, restricted stock awards, RSUs, performance compensation awards, performance units, cash incentive awards and other types of equity-based and equity-related awards. As part of the Merger, UAL assumed all of Continental’s outstanding share-based compensation plans.

All awards are recorded as equity or a liability in UAL’s consolidated balance sheet. The share-based compensation expense specifically attributable to the employees of United and Continental is directly recorded to salaries and related costs, or integration-related expense, within each of their respective statements of operations. United and Continental record an allocation of share-based expense for employees that devote a significant amount of time to both companies. As United and Continental do not sponsor their own share-based compensation plans, the disclosures below primarily relate to UAL. See the “Continental Predecessor” section below, for share-based compensation disclosures applicable to Continental prior to the Merger.

In February 2012, UAL granted share-based compensation awards pursuant to the United Continental Holdings, Inc. 2008 Incentive Compensation Plan. These share-based compensation awards include approximately 0.5 million shares of restricted stock and 0.6 million of RSUs that vest pro-rata over three years on the anniversary of the grant date. The time vested RSUs are cash-settled based on the 20-day average closing price of UAL common stock immediately prior to the vesting date. In addition, UAL granted 1.3 million performance-based RSUs that will vest based on UAL’s return on invested capital for the three years ending December 31, 2014. If this performance condition is achieved, cash payments will be made after the end of the performance period based on the 20-day average closing price of UAL common stock immediately prior to the vesting date. The Company accounts for the RSUs as liability awards.

The following table provides information related to UAL share-based compensation plan cost, for the years ended December 31 (in millions):


	2012		2011		2010
Compensation cost: (a), (b)
Restricted stock units	$	37	$	18	$	20
Restricted stock		13		12		6
Share-based awards converted to cash awards (c)		6		19		84
Stock options		1		5		7

Total	$	57	$	54	$	117

(a) All compensation cost is recorded to Salaries and related costs, with the exception of $9 million, $17 million and $70 million in 2012, 2011 and 2010, respectively, that was recorded in integration and Merger-related costs as a component of special charges, respectively.

(b) United recorded $32 million, $28 million and $63 million of compensation cost related to UAL’s share-based plans during 2012, 2011 and 2010, respectively. These amounts included $5 million, $7 million and $24 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively. Continental Successor recorded $25 million, $26 million and $54 million of compensation cost related to UAL’s share-based plans during 2012, 2011 and 2010, respectively. These amounts included $4 million, $10 million and $46 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively.

(c)	As described below, in connection with the Merger, certain awards were converted into fixed cash equivalents.

The table below summarizes UAL’s unearned compensation and weighted-average remaining period to recognize costs for all outstanding share-based awards for the year ended December 31, 2012 (in millions, except as noted):


	Unearned Compensation (a)		Weighted- Average Remaining Period (in years)
Restricted stock units	$	24		1.1
Restricted stock		7		1.4
Share-based awards converted to cash awards		1		0.2
Stock options		1		1.2

Total	$	33

(a) Compensation cost attributable to future service related to unvested awards remaining to be recognized by United and Continental consists of $18 million and $15 million, respectively.

Merger Impacts - Continental Predecessor Share-Based Awards. Prior to completion of the Merger, Continental had outstanding stock options, non-employee director restricted stock awards and performance compensation awards (profit based RSUs) that were issued pursuant to its incentive compensation plans. Under the terms of Continental’s incentive plans, substantially all of the outstanding equity awards fully vested as a result of the Merger. The equity awards were assumed and issued by UAL using a 1.05 conversion rate and had a fair value of approximately $78 million at the Merger closing date which was included in the acquisition cost. In addition, as a result of the Merger, the performance criteria related to the profit based RSUs (“PBRSUs”) was deemed to be achieved for each open performance period (the three-year periods beginning January 1, 2008, 2009 and 2010) at a payment percentage of 150% and the minimum cash balance requirement was deemed satisfied. Following the Merger closing date, with limited exceptions as described below, payments under all outstanding PBRSUs remain subject to continued employment by the participant and will continue to be paid on their normal payment date over a three-year period. The PBRSUs were converted into a fixed cash equivalent based on a stock price of $23.48, the average closing price per share of Continental common stock for the 20 trading days preceding the completion of the Merger.

Merger Impacts - United Share-Based Awards. In May 2010, the UAL Board of Directors made a determination that the Merger should be considered a change of control for purposes of all outstanding awards. Accordingly, upon the completion of the Merger on October 1, 2010, eligible outstanding equity-based awards immediately vested except for certain officer awards that are subject to separate agreements, as discussed below. In September 2010, the Human Resources Subcommittee of the UAL Board of Directors elected to settle all eligible RSUs in cash. As a result, participants received $23.66 in exchange for each share unit, based on the closing price of UAL stock on the day prior to the Merger closing. The cash payment to settle these awards was $18 million and was paid during the fourth quarter of 2010.

Certain officers entered into separate agreements with the Company pursuant to which they agreed to waive the provisions providing for accelerated vesting upon the change of control. As part of the agreements, the outstanding restricted stock awards and RSUs were converted into fixed cash equivalents based on a stock price of $22.33 per share, UAL’s average closing share price for the preceding 20 days prior to the closing of the Merger. Following the Merger, with limited exceptions as described below, the payment of these awards remains subject to continued employment by the participant and will be paid on the original vesting dates. Upon termination of employment under certain circumstances following the Merger, the participant is entitled to a cash settlement. In the fourth quarter of 2010, UAL paid $19 million in cash for settlement of these awards in connection with Merger-related terminations.

Stock Options. The Company has not granted any stock options since 2010. Historically, stock options were awarded with exercise prices equal to the fair market value of UAL’s common stock on the date of grant. UAL stock options generally vest over a period of either three or four years and have a contractual life of 10 years. The Continental Predecessor stock options generally have an original contractual life of five years (management level employee options) or 10 years (outside directors). Expense related to each portion of an option grant is recognized on a straight-line basis over the specific vesting period for those options.

The table below summarizes UAL stock option activity for the years ended December 31, 2012, 2011 and 2010 (shares in thousands):


	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2010		6,406	$	22.42
Issued in exchange for Continental options		7,366		16.77
Exercised		(2,467)		8.13			$	42
Surrendered		(253)		28.77

Outstanding at December 31, 2010		11,052		21.70
Exercised		(2,449)		10.77				33
Surrendered		(1,657)		29.07

Outstanding at December 31, 2011		6,946		23.80
Exercised		(1,327)		12.42				14
Surrendered		(1,012)		30.50

Outstanding at December 31, 2012		4,607		25.60		2.9		20

Exercisable at December 31, 2012		4,358		25.76		2.9		20

The following table provides additional information for Continental Predecessor options granted in 2010 which were valued at the Merger date:


Weighted-average fair value assumptions:	2010
Risk-free interest rate		0.1 - 1.8%
Dividend yield		—%
Expected market price volatility of UAL common stock		75%
Expected life of options (years)		0.1 - 6.3
Weighted-average fair value	$	11.52

The fair value of options is determined at the grant date, and at the Merger date in the case of Continental Predecessor options, using a Black Scholes option pricing model, which requires UAL to make several assumptions. The risk-free interest rate is based on the U.S. treasury yield curve in effect for the expected term of the option at the time of grant. The dividend yield on UAL’s common stock was assumed to be zero since UAL did not have any plans to pay dividends at the time of the option grants.

The volatility assumptions were based upon historical volatilities of UAL and other comparable airlines whose shares are traded using daily stock price returns equivalent to the contractual term of the option. In addition, implied volatility data for both UAL and other comparable airlines, using current exchange-traded options, was utilized.

The expected lives of the options were determined based upon either a simplified assumption that the option will be exercised evenly from vesting to expiration or estimated using historical experience for the assumed options. The terms of certain UAL awards do not provide for the acceleration of vesting upon retirement. In addition, certain UAL awards and the assumed options awarded to employees that are retirement eligible either at the grant date or within the vesting period is considered vested at the respective retirement eligibility date.

Restricted Stock Awards and Restricted Stock Units. During 2011, the Compensation Committee of the UAL Board of Directors determined that all outstanding UAL RSUs will be settled in cash. As of December 31, 2012, UAL, United and Continental had recorded a liability of $57 million, $42 million and $15 million, respectively, related to its unvested RSUs. UAL paid $35 million, $57 million and $84 million related to its share-based liabilities during 2012, 2011 and 2010, respectively, consisting of $16 million, $6 million and $48 million related to United and $19 million, $51 million and $36 million related to Continental Successor, respectively.

The table below summarizes UAL’s RSU and restricted stock activity for the years ended December 31, 2012, 2011 and 2010 (shares in thousands):


	Restricted Stock Units		Weighted- Average Grant Price		Restricted Stock		Weighted- Average Grant Price
Non-vested at January 1, 2010		1,719	$	4.90		811	$	27.82
Assumed in Merger		—		—		20		23.66
Granted		1,395		22.20		212		24.55
Modified		(449)		21.63		449		21.63
Converted to fixed cash equivalent		(1,496)		—		(164)		—
Vested		(1,069)		22.41		(651)		31.47
Surrendered		(49)		10.55		(6)		11.03

Non-vested at December 31, 2010		51		22.85		671		17.20
Granted		3,655		19.89		536		23.87
Vested		(141)		18.13		(195)		22.26
Surrendered		(199)		19.90		(27)		23.95

Non-vested at December 31, 2011		3,366		19.98		985		23.33
Granted		1,986		22.20		545		24.01
Vested		(552)		21.21		(643)		23.05
Surrendered		(569)		22.19		(115)		24.01

Non-vested at December 31, 2012		4,231		22.22		772		23.94

The fair value of RSUs and restricted shares vested in 2012, 2011 and 2010 was $27 million, $7 million and $33 million, respectively. The fair value of the restricted stock awards was primarily based upon the share price on the date of grant. These awards are accounted for as equity awards. The fair value of the cash-settled RSUs was based upon the Company’s stock price as of the last day preceding the settlement date. These awards were accounted for as liability awards. Restricted stock vesting and the recognition of the expense is similar to the stock option vesting described above.

Continental Predecessor

Share-Based Compensation Expense. Total share-based compensation expense included in salaries and related costs for the nine months ended September 30, 2010 was $57 million.

Stock Options. Stock options were awarded with exercise prices equal to the fair market value of Continental’s common stock on the date of grant. Management level employee stock options typically vested over a four year period and generally had five year terms. Expense related to each portion of an option grant was recognized on a straight-line basis over the specific vesting period for those options. Outside director stock options vested in full on the date of grant and had ten year terms. All outstanding options under the Continental 2005 Pilot Supplemental Option Plan, which vested over three years and have terms of six to eight years, and the Continental 2005 Broad Based Employee Stock Option Plan, which vested over three years and have a term of six years, were already fully vested on the Merger closing date. Outstanding stock options granted under the Continental Incentive Plan 2000, the Continental 1998 Stock Incentive Plan, and the Continental 1997 Stock Incentive Plan became exercisable in full upon the closing of the Merger. Outstanding stock options granted under the Continental Incentive Plan 2010 vest on their original vesting schedule or earlier if the holder experiences an involuntary termination within two years of the Merger closing date.

The table below summarizes stock option transactions pursuant to Continental plans for Continental Predecessor activity for the nine months ended September 30, 2010 (shares in thousands):


	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2010		8,114	$	16.08
Granted		654		23.83
Exercised		(1,652)		11.92			$	18
Surrendered		(92)		29.59

Outstanding at September 30, 2010		7,024		17.60		2.0		61

The following table provides additional information for options granted by Continental Predecessor in 2010.


Weighted-average fair value assumptions:	2010
Risk-free interest rate		1.4%
Dividend yield		—%
Expected market price volatility of Continental common stock		88%
Expected life of options (years)		3.8
Weighted-average fair value	$	14.55

The Black-Scholes-Merton option-pricing model was used to value the options at the grant date. The risk-free interest rate was based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The dividend yield on Continental common stock was assumed to be zero since Continental historically had not paid dividends. The market price volatility of Continental common stock was based on the historical volatility of the common stock over a time period equal to the expected term of the option and ending on the grant date. The expected life of the options was based on Continental’s historical experience for various work groups. Expense was recognized only for those option awards expected to vest, using an estimated forfeiture rate based on historical experience.

Profit Based RSU Awards. See Merger Impacts-Continental Predecessor Share-Based Awards, above, for a discussion of the impact of the Merger on PBRSU awards. Continental issued PBRSU awards pursuant to its long-term incentive and RSU programs, which provided for cash payments to Continental’s officers upon the achievement of specified profit sharing-based performance targets. The performance targets required that Continental reach target levels of cumulative employee profit sharing during the performance period and that Continental had net income calculated in accordance with GAAP for the applicable fiscal year in which the cumulative profit sharing target was met. To serve as a retention feature, payments related to the achievement of a performance target generally were made in annual increments over a three-year period to participants who remain continuously employed by Continental through each payment date. Payments also were conditioned on Continental having, at the end of the fiscal year preceding the date any payment was made, a minimum unrestricted cash, cash equivalents and short-term investments balance as set by the Human Resources Committee of Continental’s Board of Directors. If Continental did not achieve the minimum cash balance applicable to a payment date, the payment was deferred until the next payment date (March 1 of the next year), subject to a limit on the number of years payments could be carried forward. Payment amounts were calculated based on the number of PBRSUs subject to the award, the average closing price of Continental common stock during the 20 trading days preceding the payment date and the payment percentage set by the Human Resources Committee of Continental’s Board of Directors for achieving the applicable profit sharing-based performance target.

Continental accounted for the PBRSU awards as liability awards. Once it became probable that a profit sharing-based performance target would be met, Continental measured the awards at fair value based on its current stock price. The related expense was recognized ratably over the required service period, which ended on each payment date, after adjustment for changes in the then-current market price of Continental’s common stock.

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes

NOTE 8 - INCOME TAXES

The significant components of the income tax expense (benefit) are as follows (in millions):


2012	UAL		United		Continental Successor		Continental Predecessor
Current	$	(14)	$	(8)	$	(1)
Deferred		13		17		(4)

	$	(1)	$	9	$	(5)


2011
Current	$	11	$	3	$	—
Deferred		(6)		—		(6)

	$	5	$	3	$	(6)



2010
Current	$	10	$	—	$	2	$	1
Deferred		(10)		(12)		(6)		—

	$	—	$	(12)	$	(4)	$	1

The income tax provision differed from amounts computed at the statutory federal income tax rate, as follows (in millions):


Year ended December 31, 2012	UAL		United		Continental Successor		Continental Predecessor
Income tax provision at statutory rate	$	(253)	$	(413)	$	183
State income taxes, net of federal income tax		(15)		(20)		13
Foreign income taxes		7		6		1
Nondeductible employee meals		12		7		5
Nondeductible interest expense		19		19		—
Derivative market adjustment		—		—		(15)
Nondeductible compensation		5		3		2
Valuation allowance		234		415		(192)
Other, net		(10)		(8)		(2)

	$	(1)	$	9	$	(5)

Year Ended December 31, 2011
Income tax provision at statutory rate	$	298	$	100	$	199
State income taxes, net of federal income tax		(19)		(25)		8
Nondeductible acquisition costs		(17)		(8)		(9)
Nondeductible employee meals		12		7		5
Nondeductible interest expense		13		13		—
Derivative market adjustment		—		—		10
Nondeductible compensation		9		5		5
Valuation allowance		(294)		(92)		(223)
Other, net		3		3		(1)

	$	5	$	3	$	(6)

Year Ended December 31, 2010
Income tax provision at statutory rate	$	87	$	135	$	(35)	$	155
State income taxes, net of federal income tax		24		24		1		8
Nondeductible acquisition costs		45		31		14		—
Nondeductible employee meals		8		7		1		3
Nondeductible interest expense		12		12		—		—
Change in tax law - Medicare Part D Subsidy		119		119		—		—
Nondeductible compensation		13		1		12		—
Goodwill credit		(22)		(22)		—		—
Valuation allowance		(290)		(322)		9		(166)
Tax benefit resulting from intraperiod tax allocation		—		—		(6)		—
Other, net		4		3		—		1

	$	—	$	(12)	$	(4)	$	1

State tax benefit recorded in 2011 resulted from certain adjustments to existing state tax net operating losses, such benefit was fully offset by an increase in the valuation allowance.

We are required to consider all items of income (including items recorded in other comprehensive income) in determining the amount of tax benefit that should be allocated to a loss from continuing operations. As a result, Continental Successor recorded $6 million of non-cash tax benefits on its loss from continuing operations for the three months ended December 31, 2010, which was exactly offset by income tax expense in other comprehensive income, a component of stockholder’s equity. Because the income tax expense on other comprehensive income is equal to the income tax benefit from continuing operations, Continental’s net deferred tax positions at December 31, 2010 was not impacted by this tax allocation.

Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2012 and 2011 were as follows (in millions):


	UAL				United				Continental
	December 31,				December 31,				December 31,
	2012		2011		2012		2011		2012		2011
Deferred income tax asset (liability):
Federal and state net operating loss (“NOL”) carryforwards (a)	$	3,025	$	2,911	$	1,707	$	2,024	$	1,250	$	835
Frequent flyer deferred revenue (a)		2,425		2,386		1,931		1,487		495		903
Employee benefits, including pension, postretirement, medical and the Pension Benefit Guaranty Corporation (“PBGC”) notes (a)		2,488		1,897		1,648		1,275		843		703
Lease fair value adjustment		259		376		—		—		259		376
AMT credit carryforwards		251		268		246		263		5		5
Other assets (a)		947		1,251		343		560		539		581
Less: Valuation allowance		(4,603)		(4,137)		(3,068)		(2,614)		(1,435)		(1,434)

Total deferred tax assets	$	4,792	$	4,952	$	2,807	$	2,995	$	1,956	$	1,969


Depreciation, capitalized interest and other	$	(3,705)	$	(3,860)	$	(2,137)	$	(2,303)	$	(1,565)	$	(1,554)
Intangibles		(1,578)		(1,627)		(819)		(833)		(760)		(795)
Other liabilities		(509)		(453)		(227)		(218)		(179)		(173)

Total deferred tax liabilities	$	(5,792)	$	(5,940)	$	(3,183)	$	(3,354)	$	(2,504)	$	(2,522)

Net deferred tax liability	$	(1,000)	$	(988)	$	(376)	$	(359)	$	(548)	$	(553)

(a) Deferred tax assets for 2012 reflect adjustments made in the current year to increase UAL and United’s deferred tax assets for frequent flyer deferred revenue and employee benefits by approximately $257 million and $187 million, respectively, and to reduce net operating loss carryforwards and other deferred tax assets by the same amounts.

As a result of the Merger, beginning October 1, 2010, Continental and its domestic consolidated subsidiaries joined the UAL federal consolidated tax return filing group, which also includes United and its domestic consolidated subsidiaries. Consolidated current and deferred tax expense was allocated to each of United and Continental using a method that treats each entity as though it had filed a separate tax return. Under the Company’s tax agreement, group members are compensated for their losses and other tax benefits only if they would be able to use those losses and tax benefits on a separate return basis. Tax liabilities between group members are settled in cash when the losses and tax benefits of one group have been fully exhausted and the Company begins making tax payments to tax authorities. Additionally, settlement in cash is required if a member leaves the consolidated tax group. Were a member to leave the group, its separate tax losses and benefits along with the corresponding receivable or liability to other group members may vary significantly from tax losses and benefits ascribed to it while a member of the group.

In addition to the deferred tax assets listed in the table above, UAL has an $883 million unrecorded tax benefit at December 31, 2012, primarily attributable to the difference between the amount of the financial statement expense and the allowable tax deduction for UAL common stock issued to certain unsecured creditors and employees pursuant to UAL Corporation’s Chapter 11 bankruptcy protection. This unrecorded tax benefit is accounted for by analogy to Accounting Standards Codification Topic 718 which requires recognition of the tax benefit to be deferred until it is realized as a reduction of taxes payable. Although not recognized for financial reporting purposes, this unrecognized tax benefit is available to reduce future income and is incorporated into the disclosed amounts of our federal and state NOL carryforwards, which are discussed below.

The federal and state NOL carryforwards relate to prior years’ NOLs, which may be used to reduce tax liabilities in future years. These tax benefits are mostly attributable to federal pre-tax NOL carryforwards of $10.3 billion for UAL (including the NOLs discussed in the preceding paragraph). If not utilized these federal pre-tax NOLs will expire as follows (in billions): $1.5 in 2022, $1.6 in 2023, $2.4 in 2024, $2.0 in 2025 and $2.8 after 2025. In addition, the majority of state tax benefits of the net operating losses of $196 million for UAL expires over a five to 20-year period.

Both United and Continental experienced an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended, as a result of the Merger. However, the Company currently expects that these ownership changes will not significantly limit its ability to use its NOL and alternative minimum tax (“AMT”) credit carryforwards in the carryforward period because the size of the limitation exceeds our NOL and AMT credit carryforwards.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. The Company’s management assesses available positive and negative evidence regarding the realizability of its deferred tax assets and records a valuation allowance when it is more likely than not that deferred tax assets will not be realized. To form a conclusion, management considers positive evidence in the form of reversing temporary differences, projections of future taxable income and tax planning strategies, and negative evidence such as recent history of losses. Although the Company was no longer in a three-year cumulative loss position at the end of 2012, management determined that the loss in 2012, the overall modest level of cumulative pretax income in the three years ended December 31, 2012 of 0.4% of total revenues in that period and the uncertainty associated with projecting future taxable income supported the conclusion that the valuation allowance was still necessary on net deferred assets. As a result of the loss sustained in 2012 and the need to complete final integration activities that produce synergies and overcome cost increases from new labor agreements, management’s position is that sufficient positive evidence to support a reversal of the remaining valuation allowance does not exist and has retained a full valuation allowance on its deferred tax assets. Management will continue to evaluate future financial performance, as well as the impacts of special charges on such performance, to determine whether such performance provides sufficient evidence to support reversal of the valuation allowance.

The December 31, 2012 valuation allowances of $4.6 billion, $3.1 billion and $1.4 billion for UAL, United and Continental, respectively, if reversed in future years will reduce income tax expense. The current valuation allowance reflects increases from December 31, 2011 of $466 million, $454 million and $1 million for UAL, United and Continental, respectively, including amounts charged directly to other comprehensive income.

UAL’s unrecognized tax benefits related to uncertain tax positions were $19 million, $24 million and $32 million at 2012, 2011 and 2010, respectively. Included in the ending balance at 2012 is $17 million that would affect UAL’s effective tax rate if recognized. The Company does not expect significant increases or decreases in their unrecognized tax benefits within the next twelve months.

There are no significant amounts included in the balance at December 31, 2012 for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company records penalties and interest relating to uncertain tax positions in other operating expenses and interest expense, respectively, in its consolidated statements of operations. The Company has not recorded any significant expense or liabilities related to interest or penalties in its consolidated financial statements.

The following is a reconciliation of the beginning and ending amount of unrecognized tax benefits related to UAL’s uncertain tax positions (in millions):


	2012		2011		2010
Balance at January 1,	$	24	$	32	$	16
Decrease in unrecognized tax benefits relating to settlements with taxing authorities		(12)		—		—
Increase (decrease) in unrecognized tax benefits as a result of tax positions taken during a prior period		8		(9)		—
Decrease in unrecognized tax benefits relating from a lapse of the statute of limitations		(1)		—		—
Increase due to Continental’s uncertain tax positions at the Merger closing date		—		—		6
Increase in unrecognized tax benefits as a result of tax positions taken during the current period		—		1		10

Balance at December 31,	$	19	$	24	$	32

UAL’s federal income tax returns for tax years after 2002 remain subject to examination by the Internal Revenue Service (“IRS”) and state taxing jurisdictions. The IRS commenced an examination of UAL’s U.S. income tax returns for 2010 through 2011 in the fourth quarter of 2012. As of December 31, 2012, the IRS had not proposed any material adjustments to UAL’s returns. Continental’s federal income tax returns for tax years after 2001 remain subject to examination by the IRS and state taxing jurisdictions.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Pension and Other Postretirement Plans

Pension and Other Postretirement Plans

12 Months Ended

Dec. 31, 2012

NOTE 9 - PENSION AND OTHER POSTRETIREMENT PLANS

The following summarizes the significant pension and other postretirement plans of United and Continental:

Pension Plans

Continental maintains two primary defined benefit pension plans, one covering pilot employees and another covering substantially all of its U.S. non-pilot employees other than Continental Micronesia and Chelsea Food Services employees. Each of these plans provide benefits based on a combination of years of benefit accruals service and an employee’s final average compensation. Additional benefit accruals were frozen under the plan covering Continental’s pilot employees during 2005, at which time any existing accrued benefits for pilots were preserved. Benefit accruals for Continental’s non-pilot employees under its other primary defined benefit pension plan continue.

United maintains a frozen defined benefit pension plan for a small number of former employees. United and Continental each maintain additional defined benefit pension plans, which cover certain international employees.

Other Postretirement Plans

United and Continental each maintain postretirement medical programs which provide medical benefits to certain retirees and eligible dependents, as well as life insurance benefits to certain retirees participating in United’s plan. Benefits provided are subject to applicable contributions, co-payments, deductible and other limits as described in the specific plan documentation.

The following table sets forth the reconciliation of the beginning and ending balances of the benefit obligation and plan assets, the funded status and the amounts recognized in these financial statements for the defined benefit and other postretirement plans (in millions):


Pension Benefits
	Year Ended December 31, 2012						Year Ended December 31, 2011

	UAL		United		Continental		UAL		United		Continental
Accumulated benefit obligation:	$	3,978	$	235	$	3,743	$	3,321	$	220	$	3,101


Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	3,708	$	259	$	3,449	$	3,322	$	256	$	3,066
Service cost		99		7		92		88		7		81
Interest cost		184		9		175		178		10		168
Actuarial (gain) loss		702		21		681		251		(2)		253
Gross benefits paid		(162)		(12)		(150)		(137)		(8)		(129)
Other		(5)		(1)		(4)		6		(4)		10

Projected benefit obligation at end of year	$	4,526	$	283	$	4,243	$	3,708	$	259	$	3,449


Change in plan assets:
Fair value of plan assets at beginning of year	$	1,868	$	195	$	1,673	$	1,871	$	183	$	1,688
Actual gain (loss) on plan assets		223		19		204		(47)		5		(52)
Employer contributions		228		16		212		194		24		170
Benefits paid		(162)		(12)		(150)		(137)		(8)		(129)
Other		—		3		(3)		(13)		(9)	$	(4)

Fair value of plan assets at end of year	$	2,157	$	221	$	1,936	$	1,868	$	195	$	1,673

Funded status—Net amount recognized	$	(2,369)	$	(62)	$	(2,307)	$	(1,840)	$	(64)	$	(1,776)


	Pension Benefits
	December 31, 2012						December 31, 2011
	UAL		United		Continental		UAL		United		Continental
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset	$	35	$	35	$	—	$	31	$	31	$	—
Current liability		(4)		—		(4)		(9)		(3)		(6)
Noncurrent liability		(2,400)		(97)		(2,303)		(1,862)		(92)		(1,770)

Total liability	$	(2,369)	$	(62)	$	(2,307)	$	(1,840)	$	(64)	$	(1,776)

Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	$	(826)	$	(22)	$	(804)	$	(231)	$	(10)	$	(221)
Prior service credit (cost)		2		15		(13)		3		18		(15)

Total accumulated other comprehensive income (loss)	$	(824)	$	(7)	$	(817)	$	(228)	$	8	$	(236)


	Other Postretirement Benefits
	Year Ended December 31, 2012						Year Ended December 31, 2011
	UAL		United		Continental		UAL		United		Continental
Change in benefit obligation:
Benefit obligation at beginning of year	$	2,541	$	2,233	$	308	$	2,494	$	2,225	$	269
Service cost		50		35		15		47		34		13
Interest cost		124		109		15		127		113		14
Plan participants’ contributions		77		75		2		73		70		3
Pilots’ liability transfer		—		76		(76)		—		—		—
Actuarial (gain) loss		110		120		(10)		(2)		(25)		23
Federal subsidy		13		13		—		13		13		—
Plan amendments		22		22		—		3		3		—
Gross benefits paid		(194)		(180)		(14)		(214)		(200)		(14)

Benefit obligation at end of year	$	2,743	$	2,503	$	240	$	2,541	$	2,233	$	308

Change in plan assets:
Fair value of plan assets at beginning of year	$	58	$	58	$	—	$	58	$	58	$	—
Actual return on plan assets		1		1		—		1		1		—
Employer contributions		116		104		12		141		129		12
Plan participants’ contributions		77		75		2		72		70		2
Benefits paid		(194)		(180)		(14)		(214)		(200)		(14)

Fair value of plan assets at end of year	$	58	$	58	$	—	$	58	$	58	$	—

Funded status—Net amount recognized	$	(2,685)	$	(2,445)	$	(240)	$	(2,483)	$	(2,175)	$	(308)


	Other Postretirement Benefits
	December 31, 2012						December 31, 2011
	UAL		United		Continental		UAL		United		Continental
Amounts recognized in the consolidated balance sheets consist of:
Current liability	$	(71)	$	(61)	$	(10)	$	(76)	$	(60)	$	(16)
Noncurrent liability		(2,614)		(2,384)		(230)		(2,407)		(2,115)		(292)

Total liability	$	(2,685)	$	(2,445)	$	(240)	$	(2,483)	$	(2,175)	$	(308)

Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	$	(79)	$	(80)	$	1	$	33	$	46	$	(13)
Prior service cost		(24)		(24)		—		(2)		(2)		—

Total accumulated other comprehensive income (loss)	$	(103)	$	(104)	$	1	$	31	$	44	$	(13)

The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31 (in millions):


	UAL				United				Continental
	2012		2011		2012		2011		2012		2011
Projected benefit obligation	$	4,387	$	3,594	$	144	$	145	$	4,243	$	3,449
Accumulated benefit obligation		3,869		3,230		125		129		3,744		3,101
Fair value of plan assets		1,991		1,731		55		58		1,936		1,673

Net periodic benefit cost for the years ended December 31, included the following components (in millions):


	2012
	Pension Benefits						Other Postretirement Benefits
	UAL		United		Continental		UAL		United		Continental
Service cost	$	99	$	7	$	92	$	50	$	35	$	15
Interest cost		184		9		175		124		109		15
Expected return on plan assets		(138)		(11)		(127)		(2)		(2)		—
Amortization of prior service cost (credit)		(1)		(2)		1		—		—		—
Settlement (gain) loss		1		—		1		—		—		—
Amortization of unrecognized actuarial (gain) loss		21		1		20		(3)		(4)		1

Net periodic benefit cost	$	166	$	4	$	162	$	169	$	138	$	31


	2011
	Pension Benefits						Other Postretirement Benefits
	UAL		United		Continental		UAL		United		Continental
Service cost	$	88	$	7	$	81	$	47	$	34	$	13
Interest cost		178		10		168		127		113		14
Expected return on plan assets		(140)		(11)		(129)		(2)		(2)		—
Amortization of prior service cost (credit)		(2)		(2)		—		—		—		—
Settlement (gain) loss		1		1		—		—		—		—
Amortization of unrecognized actuarial (gain) loss		(20)		1		(21)		(2)		(1)		(1)

Net periodic benefit cost	$	105	$	6	$	99	$	170	$	144	$	26


	2010
	Pension Benefits								Other Postretirement Benefits
	UAL		United		Continental Successor		Continental Predecessor		UAL		United		Continental Successor		Continental Predecessor
Service cost	$	27	$	6	$	21	$	50	$	33	$	30	$	3	$	7
Interest cost		51		9		42		119		120		116		4		10
Expected return on plan assets		(39)		(9)		(30)		(82)		(2)		(2)		—		—
Curtailment gain		(7)		—		(7)		—		—		—		—		—
Amortization of prior service cost (credit)		(2)		(2)		—		7		—		—		—		16
Special termination benefits		4		—		4		—		—		—		—		—
Amortization of unrecognized actuarial (gain) loss		1		1		—		65		(12)		(12)		—		(3)

Net periodic benefit cost	$	35	$	5	$	30	$	159	$	139	$	132	$	7	$	30

The estimated amounts that will be amortized in 2013 for actuarial losses are as follows (in millions):


	Pension Benefits						Other Postretirement Benefits
	UAL		United		Continental		UAL		United		Continental
Actuarial loss to be reclassified from accumulated other comprehensive income into net periodic benefit cost	$	73	$	2	$	71	$	7	$	7	$	—

The weighted-average assumptions used for the benefit plans were as follows:


		Pension Benefits
	United			Continental
Weighted-average assumptions used to determine benefit obligations		2012	2011		2012	2011
Discount rate		3.25%	3.34%		4.25%	5.13%
Rate of compensation increase		3.28%	3.11%		2.44%	2.44%

Weighted-average assumptions used to determine net expense
Discount rate		3.40%	3.67%		5.13%	5.52%
Expected return on plan assets		5.65%	5.82%		7.75%	7.75%
Rate of compensation increase		3.15%	3.32%		2.44%	2.44%


	Other Postretirement Benefits
	United				Continental
Weighted-average assumptions used to determine benefit obligations	2012		2011		2012		2011
Discount rate		4.13%		4.93%		3.97%		4.78%
Weighted-average assumptions used to determine net expense
Discount rate		4.93%		5.15%		4.78%		4.97%
Expected return on plan assets		4.00%		4.00%		N/A		N/A
Health care cost trend rate assumed for next year		6.75%		7.00%		6.75%		7.00%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2020)		5.00%		5.00%		5.00%		5.00%

UAL selected the 2012 discount rate for each of its plans by using a hypothetical portfolio of high quality bonds at December 31, 2012, that would provide the necessary cash flows to match projected benefit payments.

We develop our expected long-term rate of return assumption based on historical experience and by evaluating input from the trustee managing the plans’ assets. Our expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review our actual asset allocation and the pension plans’ investments are periodically rebalanced to our targeted allocation when considered appropriate. Continental’s plan assets are allocated within the following guidelines:


	Percent of Total	Expected Long-Term Rate of Return

Equity securities	38-54 %	9.5 %
Fixed-income securities	27-33	6.0
Alternatives	17-23	7.3
Other	2-6	3.8

United’s target allocation for the defined benefit pension plan assets is 57% in equity securities and 43% in fixed income securities, while 100% of other postretirement plan assets are invested in a deposit administration fund.

Assumed health care cost trend rates have a significant effect on the amounts reported for the other postretirement plans. A 1% change in the assumed health care trend rate for the Company would have the following additional effects (in millions):


	UAL				United				Continental
	1% Increase		1% Decrease		1% Increase		1% Decrease		1% Increase		1% Decrease
Effect on total service and interest cost for the year ended December 31, 2012	$	22	$	(18)	$	17	$	(14)	$	5	$	(4)
Effect on postretirement benefit obligation at December 31, 2012		338		(280)		296		(247)		42		(33)

A one percentage point decrease in the weighted average discount rate would increase UAL’s postretirement benefit liability by approximately $336 million and increase the estimated 2012 benefits expense by approximately $23 million.

Fair Value Information. Accounting standards require us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:


Level 1		Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
Level 2		Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3		Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities

The following tables present information about the Company’s pension and other postretirement plan assets at December 31 (in millions):


	UAL - 2012								UAL - 2011
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	1,034	$	383	$	651	$	—	$	872	$	355	$	517	$	—
Fixed-income securities		611		—		609		2		530		—		530		—
Alternatives		394		—		234		160		344		—		195		149
Insurance contract		36		—		—		36		42		—		—		42
Other investments		82		—		82		—		80		—		80		—

Total	$	2,157	$	383	$	1,576	$	198	$	1,868	$	355	$	1,322	$	191

Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58


	United - 2012								United - 2011
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	125	$	—	$	125	$	—	$	102	$	—	$	102	$	—
Fixed-income securities		56		—		56		—		47		—		47		—
Insurance contract		36		—		—		36		42		—		—		42
Other investments		4		—		4		—		4		—		4		—

Total	$	221	$	—	$	185	$	36	$	195	$	—	$	153	$	42

Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58


	Continental - 2012								Continental - 2011
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	909	$	383	$	526	$	—	$	770	$	355	$	415	$	—
Fixed-income securities		555		—		553		2		483		—		483		—
Alternatives		394		—		234		160		344		—		195		149
Other investments		78		—		78		—		76		—		76		—

Total	$	1,936	$	383	$	1,391	$	162	$	1,673	$	355	$	1,169	$	149

Equity and Fixed-Income Securities. Equity securities include investments in both developed market and emerging market equity securities. Fixed-income securities include primarily U.S. and non-U.S. government fixed-income securities and U.S. and non-U.S corporate fixed-income securities along with asset-backed securities.

Insurance Contract and Deposit Administration Fund. Each of these investments are stable value investment products structured to provide investment income.

Alternatives. Alternative investments consist primarily of investments in hedge fund and private equity interests.

Other investments. Other investments consist primarily of investments in currency and commodity commingled funds.

The reconciliation of our defined benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2012 and 2011 is as follows (in millions):


	2012						2011
	UAL		United		Continental		UAL		United		Continental
Balance at beginning of year	$	249	$	100	$	149	$	250	$	100	$	150
Actual return on plan assets:
Unrealized gains (losses) relating to assets still held at year end		(47)		2		(49)		6		3		3
Purchases, sales, issuances and settlements (net)		54		(8)		62		(7)		(3)		(4)

Balance at end of year	$	256	$	94	$	162	$	249	$	100	$	149

Funding requirements for tax-qualified defined benefit pension plans are determined by government regulations. The Company’s contributions reflected above have satisfied its required contributions through the 2012 calendar year. Expected 2013 employer contributions to all of the Company’s pension and postretirement plans are as follows (in millions):


	Pension		Other Postretirement Benefits
UAL	$	217	$	134
United		17		124
Continental		200		10

Each of UAL’s, United’s and Continental’s estimated future benefit payments, net of expected participant contributions, in all of the pension plans and other postretirement benefit plans as of December 31, 2012 are as follows (in millions):


	Pension		Other Postretirement		Other Postretirement— subsidy receipts
UAL
2013	$	312	$	136	$	7
2014		317		143		8
2015		321		150		9
2016		320		159		10
2017		317		166		11
Years 2018 – 2022		1,579		964		61
United
2013	$	11	$	126	$	7
2014		11		131		8
2015		9		137		9
2016		10		144		10
2017		11		150		11
Years 2018 – 2022		67		865		61

Continental
2013	$	301	$	10	$	—
2014		306		12		—
2015		312		13		—
2016		310		15		—
2017		306		16		—
Years 2018 – 2022		1,512		99		—

Defined Contribution Plans

Depending upon the employee group, employer contributions consist of matching contributions and/or non-elective employer contributions. United’s and Continental’s employer contribution percentages vary from 2% to 16% and less than 1% to 16%, respectively, of eligible earnings depending on the terms of each plan. The Company’s contributions to its defined contribution plans for the years ended December 31 were as follows (in millions):


	UAL (a)		United (a)		Continental Successor		Continental Predecessor
2012	$	366	$	254	$	112
2011		325		230		95
2010		254		231		23	$	74

(a) UAL and United amounts include International Association of Machinists (“IAM”) multi-employer plan contributions of $36 million, $34 million and $34 million for years ended December 31, 2012, 2011 and 2010, respectively.

Multi-Employer Plans

In 2006, United began participating in the IAM National Pension Plan (“IAM Plan”) with respect to certain employees. The IAM Plan is a multi-employer pension plan whereby contributions by the participating company are based on covered hours by the applicable covered employees. The risks of participating in these multi-employer plans are different from single-employer plans, as the Company can be subject to additional risks that others do not meet their obligations, which in certain circumstances could revert to United.

United’s participation in the IAM Plan for the annual period ended December 31, 2012 is outlined in the table below. There have been no significant changes that affect the comparability of 2012 and 2011 contributions. United’s contributions to the IAM Plan was $36 million, $34 million and $34 million for the years ended December 31, 2012, 2011 and 2010, respectively. The IAM Plan reported $350 million in employers’ contributions for the year ended December 31, 2011. For 2011, United’s contribution to the IAM Plan represented more than 5% of total contributions.


Pension Fund		IAM National Pension Fund
EIN/ Pension Plan Number		51-6031295 - 002
Pension Protection Act Zone Status (2012 and 2011)*		Green Zone
FIP/RP Status Pending/Implemented		No
United’s Contributions		$36 million and $34 million in the years ended December 31, 2012 and 2011, respectively
Surcharge Imposed		No
Expiration Date of Collective Bargaining Agreement		N/A

* Plans in the green zone are at least 80 percent funded.

At the date the financial statements were issued, Forms 5500 were not available for the plan year ending in 2012.

Profit Sharing

In 2012 and 2011, substantially all employees participated in profit sharing plans, which paid 15% of total pre-tax earnings, excluding special items and share-based compensation expense, to eligible employees when pre-tax profit, excluding special items, profit sharing expense and share-based compensation program expense, exceeds $10 million. Eligible U.S. co-workers in each participating work group received a profit sharing payout using a formula based on the ratio of each qualified co-worker’s annual eligible earnings to the eligible earnings of all qualified co-workers in all domestic workgroups. The international profit sharing plan paid eligible non-U.S. co-workers the same percentage of eligible pay that is calculated under the U.S. profit sharing plan.

UAL recorded profit sharing and related payroll tax expense of $119 million in 2012, all of which was recorded by Continental. UAL, United and Continental recorded profit sharing and related payroll tax expense of $265 million, $122 million, and $143 million, respectively, in 2011. UAL, United, Continental Successor and Continental Predecessor recorded profit sharing and related payroll tax expense of $166 million, $165 million, less than $1 million and $77 million, respectively, in 2010. Profit sharing expense is recorded as a component of salaries and related costs in the consolidated statements of operations.

During 2010, United and Continental maintained separate employee profit sharing plans for the employees of each respective subsidiary. United’s profit sharing plan paid 15% of total GAAP pre-tax profits, excluding special items and share-based compensation expense, to the employees of United when pre-tax profit excluding special items, profit sharing expense and share-based compensation program expense exceeded $10 million. Continental’s profit sharing plan created an award pool of 15% of annual pre-tax income excluding special, unusual or non-recurring items.

The entire disclosure for pension and other postretirement benefits.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2235017

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-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
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Segment Information

12 Months Ended

Dec. 31, 2012

Segment Information

NOTE 10 - SEGMENT INFORMATION

Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker and are used in resource allocation and performance assessments.

The Company deploys its aircraft across its route network through a single route scheduling system to maximize the value of UAL. When making resource allocation decisions, the Company’s chief operating decision maker evaluates flight profitability data, which considers aircraft type and route economics, but gives no weight to the financial impact of the resource allocation decision on an individual carrier basis. The Company’s chief operating decision maker makes resource allocation decisions to maximize the Company’s consolidated financial results. Managing the Company as one segment allows management the opportunity to maximize the value of its route network.

The Company’s operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended December 31 is presented in the table below (in millions):


2012	UAL		United		Continental Successor		Continental Predecessor
Domestic (U.S. and Canada)	$	21,276	$	12,350	$	9,710
Pacific		6,040		4,327		1,713
Atlantic		6,582		3,359		3,223
Latin America		3,254		925		2,329

Total	$	37,152	$	20,961	$	16,975

2011
Domestic (U.S. and Canada)	$	21,922	$	13,048	$	9,094
Pacific		5,404		3,845		1,559
Atlantic		6,675		3,483		3,192
Latin America		3,109		779		2,330

Total	$	37,110	$	21,155	$	16,175

2010
Domestic (U.S. and Canada)	$	14,382	$	12,407	$	1,991	$	5,870
Pacific		3,971		3,600		371		1,080
Atlantic		3,912		3,212		700		2,299
Latin America		1,060		559		501		1,539

Total	$	23,325	$	19,778	$	3,563	$	10,788

The Company attributes revenue among the geographic areas based upon the origin and destination of each flight segment. The Company’s operations involve an insignificant level of dedicated revenue-producing assets in geographic regions as the overwhelming majority of the Company’s revenue producing assets (primarily U.S. registered aircraft) can be deployed in any of its geographic regions.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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-Publisher FASB
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Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2012

NOTE 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The tables below present the components of the Company’s accumulated other comprehensive income (loss) (“AOCI”), net of tax (in millions):


UAL	Pension and Other Postretirement Unrecognized Actuarial Gains (Losses) and Prior Service Cost		Unrealized Gain (Loss) on Derivatives and Other Financial Instruments		Total
Balance at December 31, 2009	$	57	$	(22)	$	35
Derivative financial instruments:
Reclassification of losses into earnings		—		68		68
Change in fair value of derivatives		—		168		168
Change in fair value of other financial instruments		—		21		21
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(12)		—		(12)
Current year actuarial gains		107		—		107

Balance at December 31, 2010		152		235		387
Derivative financial instruments:
Reclassification of gains into earnings		—		(503)		(503)
Change in fair value of derivatives		—		163		163
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(24)		—		(24)
Current year actuarial losses		(440)		—		(440)

Balance at December 31, 2011		(312)		(105)		(417)
Derivative financial instruments:
Reclassification of losses into earnings		—		141		141
Change in fair value of derivatives		—		(51)		(51)
Change in fair value of other financial instruments		—		11		11
Employee benefit plans:
Reclassification of unrecognized net actuarial losses into earnings		17		—		17
Current year actuarial losses		(747)		—		(747)

Balance at December 31, 2012	$	(1,042)	$	(4)	$	(1,046)


United	Pension and Other Postretirement Unrecognized Actuarial Gains (Losses) and Prior Service Cost		Unrealized Gain (Loss) on Derivative Instruments and Other Financial Instruments		Total
Balance at December 31, 2009	$	57	$	(22)	$	35
Derivative financial instruments:
Reclassification of losses into earnings		—		84		84
Change in fair value of derivatives		—		101		101
Change in fair value of other financial instruments		—		19		19
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(12)		—		(12)
Current year actuarial losses		(136)		—		(136)

Balance at December 31, 2010		(91)		182		91
Derivative financial instruments:
Reclassification of gains into earnings		—		(417)		(417)
Change in fair value of derivatives		—		172		172
Change in fair value of other financial instruments		—		(3)		(3)
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(2)		—		(2)
Current year actuarial gains		31		—		31

Balance at December 31, 2011		(62)		(66)		(128)
Derivative financial instruments:
Reclassification of losses into earnings		—		76		76
Change in fair value of derivatives		—		(23)		(23)
Change in fair value of other financial instruments		—		7		7
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(5)		—		(5)
Current year actuarial losses		(159)		—		(159)

Balance at December 31, 2012	$	(226)	$	(6)	$	(232)


Continental - Predecessor Company	Pension and Other Postretirement Unrecognized Actuarial Gains (Losses) and Prior Service Cost		Unrealized Gain (Loss) on Derivatives and Other Financial Instruments		Income Tax Benefit (Expense)		Total
Balance at December 31, 2009	$	(1,275)	$	12	$	78	$	(1,185)
Derivative financial instruments:
Reclassification of losses into earnings		—		24		—		24
Change in fair value of derivatives		—		(13)		—		(13)
Employee benefit plans:
Reclassification of unrecognized net actuarial loss into earnings		62		—		—		62
Reclassification of prior service cost into earnings		23		—		—		23
Current year actuarial losses		(3)		—		—		(3)

Balance at September 30, 2010	$	(1,193)	$	23	$	78	$	(1,092)

Continental—Successor Company

Elimination of accumulated other comprehensive income in connection with the Merger	$	1,193	$	(23)	$	(78)	$	1,092

Balance at October 1, 2010		—		—		—		—

Derivative financial instruments:
Reclassification of gains into earnings		—		(16)		—		(16)
Change in fair value of derivatives		—		67		—		67
Change in fair value of other financial instruments		—		2		—		2
Current year actuarial gains		243		—		—		243
Income tax expense on other comprehensive income (a)		—		—		(6)		(6)

Balance at December 31, 2010		243		53		(6)		290

Derivative financial instruments:
Reclassification of gains into earnings		—		(86)		—		(86)
Change in fair value of derivatives		—		(9)		—		(9)
Change in fair value of other financial instruments		—		1		—		1
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(22)		—		—		(22	)
Current year actuarial losses		(471)		—		—		(471	)

Balance at December 31, 2011		(250)		(41)		(6)		(297)

Derivative financial instruments:
Reclassification of losses into earnings		—		65		—		65
Change in fair value of derivatives		—		(28)		—		(28)
Change in fair value of other financial instruments		—		5		—		5
Employee benefit plans:
Reclassification of unrecognized net actuarial losses into earnings		22		—		—		22
Current year actuarial losses		(588)		—		—		(588)

Balance at December 31, 2012	$	(816)	$	1	$	(6)	$	(821)

(a) Taxes on other comprehensive income did not impact Continental’s net deferred tax position due to an offsetting tax benefit on the loss from continuing operations as described in Note 8.

Fair Value Measurements

12 Months Ended

Dec. 31, 2012

Fair Value Measurements

NOTE 12 - FAIR VALUE MEASUREMENTS


Level 1		Unadjusted quoted prices in active markets for assets or liabilities identical to those to be reported at fair value
Level 2		Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3		Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities

The table below presents disclosures about the fair value of financial assets and financial liabilities measured at fair value on a recurring basis in the Company’s financial statements as of December 31 (in millions):


	2012								2011
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	UAL
Cash and cash equivalents	$	4,770	$	4,770	$	—	$	—	$	6,246	$	6,246	$	—	$	—
Short-term investments:
Asset-backed securities		715		—		715		—		478		—		478		—
Corporate debt		537		—		537		—		515		—		515		—
Certificates of deposit placed through an account registry service (“CDARS”)		367		—		367		—		355		—		355		—
Auction rate securities		116		—		—		116		113		—		—		113
U.S. government and agency notes		12		—		12		—		22		—		22		—
Other fixed income securities		26		—		26		—		33		—		33		—
Enhanced equipment trust certificates (“EETC”)		63		—		—		63		60		—		—		60
Fuel derivatives, net		46		—		46		—		73		—		73		—
Foreign currency derivatives		—		—		—		—		(1)		—		(1)		—
Restricted cash		447		447		—		—		569		569		—		—

	United
Cash and cash equivalents	$	2,766	$	2,766	$	—	$	—	$	3,458	$	3,458	$	—	$	—
Short-term investments:
Asset-backed securities		16		—		16		—		29		—		29		—
Corporate debt		139		—		139		—		138		—		138		—
CDARS		139		—		139		—		87		—		87		—
U.S. government and agency notes		8		—		8		—		5		—		5		—
Other fixed income securities		24		—		24		—		16		—		16		—
EETC		63		—		—		63		60		—		—		60
Fuel derivatives, net		28		—		28		—		44		—		44		—
Restricted cash		337		337		—		—		433		433		—		—


	2012								2011
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	Continental
Cash and cash equivalents	$	1,999	$	1,999	$	—	$	—	$	2,782	$	2,782	$	—	$	—
Short-term investments:
Asset-backed securities		699		—		699		—		449		—		449		—
Corporate debt		398		—		398		—		377		—		377		—
CDARS		228		—		228		—		268		—		268		—
Auction rate securities		116		—		—		116		113		—		—		113
U.S. government and agency notes		4		—		4		—		17		—		17		—
Other fixed income securities		2		—		2		—		17		—		17		—
Fuel derivatives, net		18		—		18		—		29		—		29		—
Foreign currency derivatives		—		—		—		—		(1)		—		(1)		—
Restricted cash		110		110		—		—		135		135		—		—
Convertible debt derivative asset		268		—		—		268		193		—		—		193
Convertible debt option liability		(128)		—		—		(128)		(95)		—		—		(95)

The tables below present disclosures about the activity for “Level 3” financial assets and financial liabilities for the year ended December 31 (in millions):


	2012				2011
UAL (a)	Auction Rate Securities		EETC		Auction Rate Securities		EETC
Balance at January 1	$	113	$	60	$	119	$	66
Settlements		—		(5)		(10)		(4)
Gains reported in earnings		1		—		3		—
Reported in other comprehensive income (loss)		2		8		1		(2)

Balance at December 31	$	116	$	63	$	113	$	60

(a) For 2012 and 2011, United’s only Level 3 recurring measurements are the above EETC securities.

As of December 31, 2012, Continental’s auction rate securities, which had a par value of $135 million, were variable-rate debt instruments with contractual maturities generally greater than ten years and with interest rates that reset every 7, 28 or 35 days, depending on the terms of the particular instrument. These securities are backed by pools of student loans guaranteed by state-designated guaranty agencies and reinsured by the U.S. government. All of the auction rate securities that Continental holds are senior obligations under the applicable indentures authorizing the issuance of the securities.

As of December 31, 2012, United’s EETC securities had unrealized gains of $2 million. All changes in the fair value of these investments have been classified within accumulated other comprehensive income.

Continental’s debt-related derivatives presented in the tables above relate to (a) supplemental indenture agreements that provide that Continental’s convertible debt, which was previously convertible into shares of Continental common stock, is convertible into shares of UAL common stock upon the terms and conditions specified in the indentures, and (b) the embedded conversion options in Continental’s convertible debt that are required to be separated and accounted for as though they are free-standing derivatives as a result of the Continental debt becoming convertible into the common stock of a different reporting entity. These derivatives are reported in Continental’s separate financial statements and eliminated in consolidation for UAL.


	2012						2011
Continental	Student Loan-Related Auction Rate Securities		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability		Student Loan-Related Auction Rate Securities		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability

Balance at January 1	$	113	$	193	$	(95)	$	119	$	286	$	(164)
Purchases, sales, issuances and settlements (net)		—		—		—		(10)		—		—
Gains and (losses):
Reported in earnings:
Realized		—		—		—		1		—		—
Unrealized		1		75		(33)		2		(93)		69
Reported in other comprehensive income		2		—		—		1		—		—

Balance at December 31	$	116	$	268	$	(128)	$	113	$	193	$	(95)

Derivative instruments and investments presented in the tables above have the same fair value as their carrying value. The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above for the years ended December 31 (in millions):


	Fair Value of Debt by Fair Value Hierarchy Level
	2012										2011
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
UAL debt	$	12,252	$	13,419	$	—	$	8,045	$	5,374	$	11,682	$	11,992	$	—	$	859	$	11,133
United debt		5,375		5,595		—		2,272		3,323		5,745		5,630		—		—		5,630
Continental debt		6,475		6,865		—		4,814		2,051		5,528		5,503		—		—		5,503


Quantitative Information About Level 3 Fair Value Measurements as of December 31, 2012 ($ in millions)
Item	Fair Value at December 31, 2012			Valuation Technique	Unobservable Input	Range (Weighted Average)
Auction rate securities	$	116		Discounted Cash Flows	Credit risk premium (a)	1%
					Illiquidity premium (b)	5%
					Expected repayments (c)	Assumed repayment in years 2013 through 2036
EETC		63		Discounted Cash Flows	Structure credit risk (d)	6% - 7% (6%)
Convertible debt derivative asset		268		Binomial Lattice Model	Expected volatility (e) Own credit risk (f)	45% - 60% (48%) 7% - 9% (8%)
Convertible debt option liability		(128	)	Binomial Lattice Model	Expected volatility (e) Own credit risk (f)	45% - 60% (49%) 7% - 9% (8%)

(a) Represents the credit risk premium component of the discount rate that the Company has determined market participants would use in pricing the investments.

(b) Represents the illiquidity premium component of the discount rate that the Company has determined market participants would use in pricing the investments.

(d) Represents the credit risk premium of the EETC structure above the risk-free rate that the Company has determined market participants would use in pricing the instruments.

(e) Represents the range in volatility estimates that the Company has determined market participants would use when pricing the instruments.

(f) Represents the range of Company-specific risk adjustments that the Company has determined market participants would use as a model input.

Fair value of the Company’s financial instruments was determined as follows:


Description		Fair Value Methodology
Cash, Cash Equivalents, Short-term Investments, Investments and Restricted Cash		The carrying amounts approximate fair value because of the short-term maturity of these assets and liabilities. These assets have maturities of less than one year except for the EETCs, auction rate securities and corporate debt.

		Fair value is based on (a) the trading prices of the investment or similar instruments, (b) an income approach, which uses valuation techniques to convert future amounts into a single present amount based on current market expectations about those future amounts when observable trading prices are not available, or (c) internally-developed models of the expected future cash flows related to the securities.

Fuel Derivatives		Derivative contracts are privately negotiated contracts and are not exchange traded. Fair value measurements are estimated with option pricing models that employ observable inputs. Inputs to the valuation models include contractual terms, market prices, yield curves, fuel price curves and measures of volatility, among others.

Foreign Currency Derivatives		Fair value is determined with a formula utilizing observable inputs. Significant inputs to the valuation models include contractual terms, risk-free interest rates and forward exchange rates.

Debt		Fair values were based on either market prices or the discounted amount of future cash flows using our current incremental rate of borrowing for similar liabilities.

Convertible Debt Derivative Asset and Option Liability		The Company used a binomial lattice model to value the conversion options and the supplemental derivative assets. Significant binomial model inputs that are not objectively determinable include volatility and discount rate.

Nonrecurring Fair Value Measurements

The table below presents fair value measurements of nonfinancial assets at UAL and Continental that were performed during the years ended December 31 (in millions):


	2012				2011
	Fair Value		Loss		Fair Value		Loss
Airport slots	$	102	$	30	$	8	$	4

During 2012 and 2011, Continental recorded impairment charges of $30 million and $4 million, respectively, on certain intangible assets related to foreign take-off and landing slots to reflect the estimated fair value of these assets as part of its annual impairment test of indefinite-lived intangible assets. Slots were valued using a combination of the income and market approaches. The Company considers the valuation of the items above to be Level 3 due to the inclusion of unobservable inputs.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-Name Statement of Financial Accounting Standard (FAS)
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Hedging Activities

12 Months Ended

Dec. 31, 2012

Hedging Activities

NOTE 13 - HEDGING ACTIVITIES

Fuel Derivatives

Aircraft fuel has been the Company’s single largest and most volatile operating expense for the last several years. The availability and price of aircraft fuel significantly affects the Company’s operations, results of operations, financial position and liquidity. Aircraft fuel prices can fluctuate based on a multitude of factors including market expectations of supply and demand balance, inventory levels, geopolitical events, economic growth expectations, fiscal/monetary policies and financial investment flows. To protect against increases in the prices of aircraft fuel, the Company routinely hedges a portion of its future fuel requirements. As of December 31, 2012, the Company had hedged approximately 31% and 2% of its projected fuel requirements (1.2 billion and 63 million gallons, respectively) for 2013 and 2014, respectively, with commonly used financial hedge instruments based on aircraft fuel or closely related commodities, such as heating oil, diesel fuel and crude oil. The Company does not enter into derivative instruments for non-risk management purposes.

Accounting pronouncements pertaining to derivative instruments and hedging are complex with stringent requirements, including documentation of hedging strategy, statistical analysis to qualify a commodity for hedge accounting both on a historical and a prospective basis, and strict contemporaneous documentation that is required at the time each hedge is designated as a cash flow hedge. As required, the Company assesses the effectiveness of each of its individual hedges on a quarterly basis. The Company also examines the effectiveness of its entire hedging program on a quarterly basis utilizing statistical analysis. This analysis involves utilizing regression and other statistical analyses that compare changes in the price of aircraft fuel to changes in the prices of the commodities used for hedging purposes.

Upon proper qualification, the Company accounts for certain fuel derivative instruments as cash flow hedges. All derivatives designated as hedges that meet certain requirements are granted special hedge accounting treatment. The types of instruments the Company utilizes that qualify for special hedge accounting treatment typically include swaps, call options and collars (which consist of a purchased call option and a sold put option). Generally, utilizing the special hedge accounting, all periodic changes in fair value of the derivatives designated as hedges that are considered to be effective are recorded in AOCI until the underlying fuel is consumed and recorded in fuel expense. The Company is exposed to the risk that its hedges may not be effective in offsetting changes in the cost of fuel and that its hedges may not continue to qualify for special hedge accounting. Hedge ineffectiveness results when the change in the fair value of the derivative instrument exceeds the change in the value of the Company’s expected future cash outlay to purchase and consume fuel. To the extent that the periodic changes in the fair value of the derivatives are not effective, that ineffectiveness is classified as Nonoperating income (expense): Miscellaneous, net.

The Company also utilizes certain derivative instruments that are economic hedges but do not qualify for hedge accounting under U.S. GAAP. As with derivatives that qualify for hedge accounting, the purpose of these economic hedges is to mitigate the adverse financial impact of potential increases in the price of fuel. Currently, the only such economic hedges in the Company’s hedging portfolio are three-way collars (which consist of a collar with a cap on maximum price protection available). The Company records changes in the fair value of three-way collars to Nonoperating income (expense): Miscellaneous, net.

If the Company terminates a derivative prior to its contractual settlement date, then the cumulative gain or loss recognized in AOCI at the termination date remains in AOCI until the forecasted transaction occurs. In a situation where it becomes probable that a hedged forecasted transaction will not occur, any gains and/or losses that have been recorded to AOCI would be required to be immediately reclassified into earnings. All cash flows associated with purchasing and settling derivatives are classified as operating cash flows in the statements of cash flows.

The Company records each derivative instrument as a derivative asset or liability (on a gross basis) in its consolidated balance sheets, and, accordingly, records any related collateral on a gross basis. The table below presents the fair value amounts of fuel derivative assets and liabilities and the location of amounts recognized in the Company’s financial statements.

At December 31, the Company’s derivatives were reported in its consolidated balance sheets as follows (in millions):


		2012						2011

Classification	Balance Sheet Location	UAL		United		Continental		UAL		United		Continental
Derivatives designated as cash flow hedges
Assets:
Fuel contracts due within one year	Receivables	$	7	$	5	$	2	$	77	$	48	$	29

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	2	$	1	$	1	$	4	$	4	$	—

Derivatives not designated as hedges
Assets:
Fuel contracts due within one year	Receivables	$	44	$	26	$	18	$	—	$	—	$	—

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	2	$	1	$	1	$	—	$	—	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		1		1		—		—		—		—

Total liabilities		$	3	$	2	$	1	$	—	$	—	$	—

Total derivatives
Assets:
Fuel contracts due within one year	Receivables	$	51	$	31	$	20	$	77	$	48	$	29

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	4	$	2	$	2	$	4	$	4	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		1		1		—		—		—		—

Total liabilities		$	5	$	3	$	2	$	4	$	4	$	—

The following tables present the fuel hedge gains (losses) recognized during the periods presented and their classification in the financial statements (in millions):


Fuel derivatives designated as cash flow hedges	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)				Gain (Loss) Reclassified from AOCI into Income (Fuel Expense) (Effective Portion)				Amount of Loss Recognized in Nonoperating Expense (Ineffective Portion)
	2012		2011		2012		2011		2012		2011
UAL	$	(51)	$	163	$	(141)	$	503	$	(1)	$	(59)
United		(23)		172		(76)		417		—		(21)
Continental		(28)		(9)		(65)		86		(1)		(38)


Fuel derivatives not designated as cash flow hedges	Aircraft Fuel						Nonoperating Income (Expense)						Total Gain (Loss)
	2012		2011		2010		2012		2011		2010		2012		2011		2010

UAL	$	—	$	—	$	(35)	$	38	$	—	$	—	$	38	$	—	$	(35)
United		—		—		(35)		22		—		—		22		—		(35)
Continental		—		—		—		16		—		—		16		—		—

Derivative Credit Risk and Fair Value

The Company is exposed to credit losses in the event of nonperformance by counterparties to its derivative instruments. While the Company records derivative instruments on a gross basis, the Company monitors its net derivative position with each counterparty to monitor credit risk. Based on the fair value of our fuel derivative instruments, our counterparties may require us to post collateral when the price of the underlying commodity decreases, and we may require our counterparties to provide us with collateral when the price of the underlying commodity increases. The following table presents information related to the Company’s derivative credit risk as of December 31 (in millions):


	2012						2011
	UAL		United		Continental		UAL		United		Continental
Net derivative assets with counterparties	$	46	$	28	$	18	$	73	$	44	$	29
Collateral held by the Company (a)		—		—		—		—		—		—

Potential loss related to the failure of the Company’s counterparties to perform	$	46	$	28	$	18	$	73	$	44	$	29

(a) Classified as an other current liability.

The Company considers counterparty credit risk in determining its exposure and the fair value of its financial instruments, and generally monitors and limits its exposure to any single counterparty. The Company considers credit risk to have a minimal impact on fair value because cash collateral is provided by the Company’s hedging counterparties periodically based on current market exposure and the credit-worthiness of the counterparties.

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

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Leases and Capacity Purchase Agreements

Debt

12 Months Ended

Dec. 31, 2012

Debt

NOTE 14 - DEBT


(In millions)	At December 31,
	2012		2011
United:
Secured
Notes payable, fixed interest rates of 6.64% to 12.00% (weighted average rate of 9.20% as of December 31, 2012), payable through 2022	$	1,773	$	1,995
Amended credit facility, LIBOR plus 2.0%, due 2014		1,201		1,219
Notes payable, floating interest rates of LIBOR plus 0.20% to 5.46%, payable through 2019		706		985
9.875% senior secured notes and 12% second lien due 2013		600		650
12.75% senior secured notes due 2012		—		172
Unsecured
4.5% senior limited subordination convertible notes due 2021		156		156
6% notes due 2026 to 2028		652		—
6% senior notes due 2031		—		652
8% senior notes due 2024		400		—
8% senior notes due 2026		—		125
Other		60		66

		5,548		6,020

Less: unamortized debt discount		(173)		(275)
Less: current portion of long-term debt—United		(1,090)		(615)

Long-term debt, net—United	$	4,285	$	5,130



Continental:
Secured
Notes payable, fixed interest rates of 4.00% to 9.25% (weighted average rate of 6.05% as of December 31, 2012), payable through 2024	$	4,170	$	3,093
Notes payable, floating interest rates of LIBOR plus 0.35% to 5.0%, payable through 2022		962		1,171
6.75% senior secured notes due 2015		800		800
Unsecured
6% convertible junior subordinated debentures due 2030		248		248
4.5% convertible notes due 2015		230		230
Other		101		—

		6,511		5,542

Less: unamortized debt premium		21		50
Less: current maturities		(722)		(571)

Long-term debt, net—Continental (a)	$	5,810	$	5,021


UAL:
6% senior convertible notes due 2029	$	345	$	345

Long-term debt, net—UAL	$	10,440	$	10,496

(a) As further described below under “Convertible Debt Securities,” there is a basis difference between UAL and Continental debt values, because we were required to apply different accounting methodologies. The Continental debt presented above does not agree to Continental’s balance sheet by the amount of this adjustment.

The table below presents the Company’s contractual principal payments at December 31, 2012 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):


	UAL		United		Continental
2013	$	1,812	$	1,090	$	722
2014		2,120		1,653		467
2015		2,023		395		1,628
2016		985		431		554
2017		545		284		261
After 2017		4,919		1,695		2,879

	$	12,404	$	5,548	$	6,511

As of December 31, 2012, a substantial portion of UAL’s assets, principally aircraft, spare engines, aircraft spare parts, route authorities and certain other intangible assets, were pledged under various loan and other agreements. As of December 31, 2012, UAL, United and Continental were in compliance with their respective debt covenants. Continued compliance depends on many factors, some of which are beyond the Company’s control, including the overall industry revenue environment and the level of fuel costs.

Revolving Credit Facility. The Company has a revolving credit facility (the “Revolving Credit Facility”) to borrow up to $500 million, all of which may be used for the issuance of letters of credit. The facility expires on January 30, 2015. As of December 31, 2012, the Company had all of its commitment capacity available under the Revolving Credit Facility. The Company pays a commitment fee equal to 0.5% per annum on the undrawn amount available under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at a floating rate, which, at the Company’s option, can be either a base rate or a London Interbank Offered Rate (“LIBOR”) rate, plus an applicable margin of 3.25% in the case of base rate loans and 4.25% in the case of LIBOR loans at the Company’s current corporate credit ratings.

The Company’s other significant financing agreements are summarized below:

UAL - Parent Only

6% Senior Convertible Notes. The 6% Senior Convertible Notes due 2029 (the “UAL 6% Senior Convertible Notes”) may be converted by holders into shares of UAL’s common stock at a conversion price of approximately $8.69 per share. UAL does not have the option to pay the conversion price in cash upon a noteholder’s conversion; however, UAL may redeem for cash all or part of the UAL 6% Senior Convertible Notes on or after October 15, 2014. In addition, holders of the UAL 6% Senior Convertible Notes have the right to require UAL to repurchase all or a portion of their notes on each of October 15, 2014, October 15, 2019 and October 15, 2024 or if certain changes of control of UAL occur, payable by UAL in cash, shares of UAL common stock or a combination thereof, at UAL’s option.

United

The 4.5% Senior Limited Subordination Convertible Notes due 2021 (the “4.5% Notes”) and the New PBGC Notes (as defined and described below under New PBGC Notes), which were issued by UAL, have been pushed down to United and are reflected as debt of United. The obligations of UAL under each of these notes, and the indentures under which these notes were issued are unconditionally guaranteed by United.

4.5% Notes. The 4.5% Notes may be converted by holders into shares of UAL’s common stock at a conversion price of approximately $32.64 per share. UAL has the option to pay the conversion price in cash, shares of UAL common stock or a combination thereof upon a noteholder’s conversion. In June 2011, UAL repurchased at par value approximately $570 million of the $726 million outstanding principal amount of its 4.5% Notes due 2021 with cash after the notes were put to UAL by the noteholders. The remaining holders of the 4.5% Notes have the option to require UAL to repurchase all or a portion of their notes on June 30, 2016 or if certain changes of control of UAL occur, payable by UAL in cash, shares of UAL common stock or a combination thereof, at UAL’s option. All or a portion of the 4.5% Notes are callable, at UAL’s option, at any time at par, plus accrued and unpaid interest, and can be redeemed with cash, shares of UAL common stock or a combination thereof except that UAL may elect to pay the redemption price in shares of UAL common stock only if the closing price of UAL common stock has not been less than 125% of the conversion price for the 60 consecutive trading days immediately prior to the redemption date.

New PBGC Notes. On December 31, 2012, UAL and United entered into an agreement with the PBGC that reduced the aggregate amount of 8% Contingent Senior Notes to be issued by UAL, and eliminated the contingent nature of such obligation by replacing the $188 million principal amount of 8% Contingent Senior Notes incurred as of December 31, 2012 and the obligation to issue any additional 8% Contingent Senior Notes with $400 million principal amount of new 8% Notes due 2024 (the “New 8% Notes”). In addition, UAL and United agreed to replace the $652 million principal amount outstanding of UAL’s 6% Senior Notes due 2031 with $326 million principal amount of new 6% Notes due 2026 and $326 million principal amount of 6% Notes due 2028 (collectively, the “New 6% Notes” and together with the New 8% Notes, the “New PBGC Notes”). The Company did not receive any cash proceeds in connection with the issuance of the New PBGC Notes. The Company is accounting for this agreement as a debt extinguishment, resulting in a charge of $309 million that represents the fair value of $212 million of New 8% Notes that it agreed to issue and the change in the fair value of the New 6% Notes and the $188 million of New 8% Notes versus their previous carrying values. The Company classified the expense as a component of special charges because the note restructuring would not have occurred if it were not for the Merger.

UAL recorded a liability during 2011 in connection with issuing $125 million principal amount of the 8% Contingent Senior Notes at their fair value of $88 million as a component of integration costs. In addition, at June 30, 2012, UAL recorded a liability of $48 million during the second quarter for the fair value of the obligation to issue a tranche of an additional $62.5 million of the 8% Contingent Senior Notes.

United Amended Credit Facility. United’s Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 2, 2007 (the “Amended Credit Facility”) consists of a term loan which had a balance of $1.2 billion as of December 31, 2012. The term loan matures on February 1, 2014.

Borrowings under the Amended Credit Facility bear interest at a floating rate, which, at United’s option, can be either a base rate or a LIBOR rate, plus an applicable margin of 1.0% in the case of base rate loans and 2.0% in the case of LIBOR loans. The term loan requires regularly scheduled semiannual payments of principal equal to $9 million. United may prepay all or a portion of the loan from time to time, at par plus accrued and unpaid interest.

As of December 31, 2012, United had cash collateralized $77 million of letters of credit, most of which had previously been issued under the Amended Credit Facility. United also had $300 million of performance bonds. Continental had letters of credit and performance bonds relating to various real estate, customs and aircraft financing obligations at December 31, 2012 in the amount of approximately $67 million. Most of the letters of credit have evergreen clauses and are expected to be renewed on an annual basis and the performance bonds have expiration dates through 2016.

United Senior Secured Notes. On February 1, 2013, United redeemed all of the $400 million aggregate principal amount of its 9.875% Senior Secured Notes due 2013 and $200 million aggregate principal amount of 12.0% Senior Second Lien Notes due 2013.

United EETCs. United has $1.6 billion principal amount of equipment notes outstanding issued under EETC financings included in notes payable in the table of outstanding debt above. Generally, the structure of all of these EETC financings consist of pass-through trusts created by United to issue pass-through certificates. The pass-through certificates represent fractional undivided interests in the respective pass-through trusts and are not obligations of United. The proceeds of the issuance of the pass-through certificates are used to purchase equipment notes which are issued by United and secured by United’s aircraft. The payment obligations of United under the equipment notes are fully and unconditionally guaranteed by UAL. Proceeds received from the sale of pass-through certificates are initially held by a depository in escrow for the benefit of the certificate holders until United issues equipment notes to the trust, which purchases such notes with a portion of the escrowed funds. These escrowed funds are not guaranteed by United and are not reported as debt on United’s consolidated balance sheet because the proceeds held by the depositary are not United’s assets. See Note 16 for additional information related to the United EETCs.

Continental

Continental EETCs. Continental has $4.3 billion principal amount of equipment notes outstanding issued under EETC financings included in notes payable in the table of outstanding debt above, which are similar in structure to the United EETCs described above. In March 2012, Continental created two pass-through trusts that issued an aggregate principal amount of $892 million of pass-through certificates. Continental received all $892 million in proceeds raised by the pass-through trusts as of December 31, 2012, in exchange for Continental’s issuance of an equivalent principal amount of equipment notes, which has been recorded as debt. The proceeds were used to fund the acquisition of new aircraft, and in the case of currently owned aircraft, for general corporate purposes.

In October 2012, Continental created two pass-through trusts, one of which issued $712 million aggregate principal amount of Class A pass-through certificates with a stated interest rate of 4% and the second of which issued $132 million aggregate principal amount of Class B pass-through certificates with a stated interest rate of 5.5%. The proceeds of the issuance of the Class A and Class B pass-through certificates, which amounted to $844 million, are used to purchase equipment notes issued by Continental. Of the $844 million in proceeds raised by the pass-through trusts, Continental received $293 million as of December 31, 2012. Continental expects to receive the remaining proceeds from the issuance during the first seven months of 2013 as aircraft are delivered to Continental and Continental issues equipment notes to the trusts. Continental records the debt obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates. The proceeds have been and are expected to be used to fund the acquisition of new aircraft.

In December 2012, Continental created one pass-through trust which issued $425 million aggregate principal amount of Class C pass-through certificates with a stated interest rate of 6.125%. The proceeds of the issuance of the Class C pass-through certificates are used to purchase equipment notes issued by Continental related to the aircraft financed in both the March and October 2012 EETC financings. Of the $425 million in proceeds raised by the pass-through trusts, Continental received $278 million as of December 31, 2012. Continental expects to receive the remaining proceeds from the issuance during the first seven months of 2013 as aircraft are delivered to Continental and Continental issues equipment notes to the trusts. Continental records the debt obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates. See Note 16 for additional information related to the Continental EETCs.

Continental EETCs Secured by Spare Parts Inventory. Continental has two series of notes totaling $304 million due June 2, 2013, which bear interest at LIBOR plus a margin (0.35% in the case of one series of notes and 3.125% in the case of the other series of notes) that are secured by the majority of its spare parts inventory.

6.75% Notes. In August 2010, Continental issued $800 million aggregate principal amount of 6.75% Senior Secured Notes due 2015 (the “Senior Notes”). Continental may redeem all or a portion of the Senior Notes at any time on or after September 15, 2012 at specified redemption prices. If Continental sells certain of its assets or if it experiences specific kinds of a change in control, Continental will be required to offer to repurchase the notes. Continental’s obligations under the notes are unconditionally guaranteed by certain of its subsidiaries.

Convertible Debt Securities

Following the Merger, UAL, Continental and the trustees for Continental’s 4.5% Convertible Notes due 2015 (the “Continental 4.5% Notes”), 5% Convertible Notes due 2023 (the “Continental 5% Notes”) and 6% Convertible Junior Subordinated Debentures due 2030 (the “6% Convertible Debentures”) entered into supplemental indenture agreements to make Continental’s convertible debt, which was previously convertible into shares of Continental common stock, convertible into shares of UAL common stock. For purposes of the Continental separate-entity reporting, as a result of the Continental debt becoming convertible into the stock of a non-consolidated entity, the embedded conversion options in Continental’s convertible debt are required to be separated and accounted for as though they are free-standing derivatives. As a result, the carrying value of Continental’s debt, net of current maturities, on a separate-entity reporting basis as of December 31, 2012 and December 31, 2011 was $5.8 billion and $5.0 billion, respectively, which is $57 million and $64 million, respectively, lower than the consolidated UAL carrying values on those dates.

In addition, UAL’s contractual commitment to provide common stock to satisfy Continental’s obligation upon conversion of the debt is an embedded call option on UAL common stock that is also required to be separated and accounted for as though it is a free-standing derivative. The fair value of the indenture derivatives on a separate-entity reporting basis as of December 31, 2012 and December 31, 2011 was an asset of $268 million and $193 million, respectively. The fair value of the embedded conversion options as of December 31, 2012 and December 31, 2011, was a liability of $128 million and $95 million, respectively. The initial contribution of the indenture derivatives to Continental by UAL is accounted for as additional-paid-in-capital in Continental’s separate-entity financial statements. Changes in fair value of both the indenture derivatives and the embedded conversion options subsequent to October 1, 2010 are recognized currently in nonoperating income (expense).

Continental 4.5% Notes. The Continental 4.5% Notes may be converted by holders into shares of UAL common stock at a conversion price of approximately $18.93 per share. Continental does not have the option to pay the conversion price in cash; however, holders of the notes may require Continental to repurchase all or a portion of the notes for cash at par plus any accrued and unpaid interest if certain changes in control of Continental occur.

6% Convertible Junior Subordinated Debentures. In November 2000, Continental Airlines Finance Trust II, a Delaware statutory business trust (the “Trust”) of which Continental owns all the common trust securities, completed a private placement of five million 6% convertible preferred securities, called Term Income Deferrable Equity Securities (the “TIDES”). The TIDES have a liquidation value of $50 per preferred security and are convertible at any time at the option of the holder into shares of UAL common stock at a conversion rate of $57.14 per share of common stock (equivalent to approximately 0.875 of a share of UAL common stock for each preferred security). Distributions on the preferred securities are payable by the Trust at an annual rate of 6% of the liquidation value of $50 per preferred security.

The sole assets of the Trust are 6% Convertible Debentures with an aggregate principal amount of $248 million as of December 31, 2012 issued by Continental and which mature on November 15, 2030. The 6% Convertible Debentures are redeemable by Continental, in whole or in part, on or after November 20, 2003 at designated redemption prices. If Continental redeems the 6% Convertible Debentures, the Trust must redeem the TIDES on a pro rata basis having an aggregate liquidation value equal to the aggregate principal amount of the 6% Convertible Debentures redeemed. Otherwise, the TIDES will be redeemed upon maturity of the 6% Convertible Debentures, unless previously converted.

Taking into consideration Continental’s obligations under (i) the preferred securities guarantee relating to the TIDES, (ii) the indenture relating to the 6% Convertible Debentures to pay all debt and obligations and all costs and expenses of the Trust (other than U.S. withholding taxes) and (iii) the indenture, the declaration of trust relating to the TIDES and the 6% Convertible Debentures, Continental has fully and unconditionally guaranteed payment of (i) the distributions on the TIDES, (ii) the amount payable upon redemption of the TIDES and (iii) the liquidation amount of the TIDES.

Continental Subsidiary Trust. The Trust is a subsidiary of Continental, and the TIDES are mandatorily redeemable preferred securities with a liquidation value of $248 million. The Trust is a variable interest entity (“VIE”) because Continental has a limited ability to make decisions about its activities. However, Continental is not the primary beneficiary of the Trust. Therefore, the Trust and the mandatorily redeemable preferred securities issued by the Trust are not reported in Continental’s balance sheets. Instead, Continental reports its 6% convertible junior subordinated debentures held by the Trust as long-term debt and interest on these debentures is recorded as interest expense for all periods presented in the accompanying financial statements.

The Company’s debt and associated collateral and cross default provisions are summarized in the tables below:

Summary of Collateral, Covenants and Cross Default Provisions


Debt Instrument		Collateral, Covenants and Cross Default Provisions
Revolving Credit Facility		Secured by take-off and landing slots of United and Continental at Newark Liberty, LaGuardia and Washington Reagan and certain of their other assets. The facility requires the Company to maintain at least $3.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility and to maintain a minimum ratio of appraised value of collateral to the outstanding obligations under the Revolving Credit Facility of 1.67 to 1.0 at all times. The facility contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of UAL, United and Continental.
Amended Credit Facility		Secured by certain of United’s international route authorities, international slots and related gate interests and associated rights. The international routes include the Pacific (including China and Hong Kong, but excluding Japan) and London Heathrow routes. The Amended Credit Facility contains covenants, that among other things, restrict the ability of United and the guarantors under the facility to sell assets, incur additional indebtedness, make investments, pay dividends on or repurchase stock, or merge with other companies. UAL and United must also maintain a specified minimum 1.5 to 1.0 ratio of EBITDAR to the sum of the following fixed charges for all applicable periods: (a) cash interest expense and (b) cash aircraft operating rental expense. The Amended Credit Facility also requires compliance with the following financial covenants: (i) a minimum unrestricted cash balance of $1.0 billion at all times, and (ii) a minimum collateral ratio. The facility contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of UAL and the guarantors under the facility.
New PBGC Notes		The amended and restated indenture for these notes, which are unsecured, contains covenants that, among other things, restrict the ability of UAL and its subsidiaries to incur additional indebtedness and pay dividends on or repurchase stock. These covenants cease to be in effect when the indenture covering the Senior Notes is discharged. However, if UAL at that time or thereafter has a series of public debt securities with a principal amount of $300 million or more that has the benefit of covenants that are substantially similar to those contained in the indenture for the New PBGC Notes, then subject to certain conditions and upon written request of the PBGC to UAL, UAL and United will use commercially reasonable efforts to amend the indenture for the New PBGC Notes to include such covenants.
Continental EETCs Secured by Spare Parts Inventory		Continental has a collateral maintenance agreement requiring it, among other things, to maintain a loan-to-collateral value ratio of not greater than 45% with respect to the senior series of equipment notes and a loan-to-collateral value ratio of not greater than 75% with respect to both series of notes combined. Continental must also maintain a certain level of rotable components within the spare parts collateral pool.
Continental Senior Notes		Secured by certain of Continental’s U.S.-Asia and U.S.-London Heathrow routes and related assets, all of the outstanding common stock and other assets of the guarantor subsidiaries and substantially all of the other assets of the guarantors, including route authorities and related assets. The indenture for the Senior Notes includes covenants that, among other things, restrict Continental’s ability to sell assets, incur additional indebtedness, issue preferred stock, make investments or pay dividends. In addition, if Continental fails to maintain a collateral coverage ratio of 1.5 to 1.0, Continental must pay additional interest on notes at the rate of 2% per annum until the collateral coverage ratio equals at least 1.5 to 1.0. The indenture for the Senior Notes also includes events of default customary for similar financings and a cross default provision if Continental fails to make payment when due with respect to certain obligations regarding frequent flyer miles purchased by Chase under the Company’s Co-Brand Agreement.

Leases and Capacity Purchase Agreements

12 Months Ended

Dec. 31, 2012

NOTE 15 - LEASES AND CAPACITY PURCHASE AGREEMENTS

The Company leases aircraft, airport passenger terminal space, aircraft hangars and related maintenance facilities, cargo terminals, other airport facilities, other commercial real estate, office and computer equipment and vehicles.

At December 31, 2012, the Company’s scheduled future minimum lease payments under operating leases having initial or remaining noncancelable lease terms of more than one year, aircraft leases, including aircraft rent under capacity purchase agreements and capital leases (substantially all of which are for aircraft) were as follows (in millions):


	UAL (b)		United		Continental
Aircraft Operating Leases
2013	$	1,543	$	647	$	905
2014		1,466		595		878
2015		1,198		417		783
2016		960		246		714
2017		861		179		682
After 2017		1,491		213		1,278

	$	7,519	$	2,297	$	5,240


Facility and Other Operating Leases
2013	$	1,108	$	713	$	395
2014		955		586		369
2015		816		460		356
2016		744		418		326
2017		696		411		285
After 2017		5,376		1,926		3,450

	$	9,695	$	4,514	$	5,181


Capital Leases (a)
2013	$	214	$	197	$	17
2014		197		182		15
2015		177		162		15
2016		164		149		15
2017		120		109		11
After 2017		582		238		344

Minimum lease payments	$	1,454	$	1,037	$	417

Imputed interest		(540)		(300)		(240)

Present value of minimum lease payments		914		737		177
Current portion		(122)		(119)		(3)

Long-term obligations under capital leases	$	792	$	618	$	174

(a)

As of December 31, 2012, United’s aircraft capital lease minimum payments relate to leases of 49 mainline and 38 regional aircraft and Continental’s capital lease minimum payments relate to nonaircraft assets. United’s and Continental’s imputed interest rate ranges are 3.3% to 20.0% and 5.0% to 8.4%, respectively.

(b)

The operating lease payments presented above include United’s and Continental’s future payments of $2 million and $128 million, respectively, related to nonoperating aircraft as of December 31, 2012. United and Continental have two and 23 nonoperating aircraft subject to leases, respectively. United’s regional carrier, Express Jet, subleases aircraft from Continental; UAL operating lease payments exclude payments related to these aircraft.

Aircraft operating leases have initial terms of one to twenty-six years, with expiration dates ranging from 2013 through 2024. Under the terms of most leases, the Company has the right to purchase the aircraft at the end of the lease term, in some cases at fair market value, and in others, at fair market value or a percentage of cost. The Company has facility operating leases that extend to 2032.

United and Continental are the lessees of real property under long-term operating leases at a number of airports where we are also the guarantor of approximately $270 million and $1.4 billion, respectively, of underlying debt and interest thereon as of December 31, 2012. These leases are typically with municipalities or other governmental entities, which are excluded from the consolidation requirements concerning VIEs. To the extent the Company’s leases and related guarantees are with a separate legal entity other than a governmental entity, the Company is not the primary beneficiary because the lease terms are consistent with market terms at the inception of the lease and the lease does not include a residual value guarantee, fixed-price purchase option, or similar feature.

The table below summarizes the Company’s nonaircraft rent expense for the years ended December 31 (in millions):


	UAL		United		Continental Successor		Continental Predecessor
2012	$	1,278	$	654	$	624
2011		1,265		666		599
2010		839		685		154	$	452

In addition to nonaircraft rent in the table above and aircraft rent, which is separately presented in the consolidated statements of operations, UAL had aircraft rent related to regional aircraft operating leases, which is included as part of regional capacity purchase expense in UAL’s consolidated statement of operations, of $463 million, $498 million and $411 million for the years ended December 31, 2012, 2011 and 2010, respectively. For the year ended December 31, 2012, UAL’s regional aircraft rent, which is included as part of regional capacity purchase expense, consisted of $380 million and $83 million related to United and Continental, respectively.

In connection with UAL Corporation’s and United’s fresh-start reporting requirements upon their exit from Chapter 11 bankruptcy protection in 2006 and UAL’s and Continental’s acquisition accounting adjustments related to the Merger, lease valuation adjustments for operating leases were initially recorded in the consolidated balance sheet, representing the net present value of the differences between contractual lease rates and the fair market lease rates for similar leased assets at the time. An asset (liability) results when the contractual lease rates are more (less) favorable than market lease terms at the valuation date. The lease valuation adjustment is amortized on a straight-line basis as an increase (decrease) to rent expense over the individual applicable remaining lease terms, resulting in recognition of rent expense as if the Company had entered into the leases at market rates. The related remaining lease terms are one to 12 years for United and Continental. The lease valuation adjustments are classified within other noncurrent assets and other noncurrent liabilities, respectively, and are as follows as of December 31, (in millions):


	UAL		United		Continental
Net deferred asset balance at December 31, 2010	$	108	$	108	$	—
Less: amortization for the year ended December 31, 2011		(14)		(14)		—

Net deferred asset balance at December 31, 2011		94		94		—
Less: amortization for the year ended December 31, 2012		(12)		(12)		—

Net deferred asset balance at December 31, 2012	$	82	$	82	$	—


Net deferred liability balance at December 31, 2010	$	(1,374)	$	—	$	(1,374)
Less: accretion for the year ended December 31, 2011		241		—		241

Net deferred liability balance at December 31, 2011		(1,133)		—		(1,133)
Less: accretion for the year ended December 31, 2012		252		—		252

Net deferred liability balance at December 31, 2012	$	(881)	$	—	$	(881)

Regional Capacity Purchase Agreements

The Company has capacity purchase agreements (“CPAs”) with certain regional carriers. We purchase all of the capacity from the flights covered by the CPA at a negotiated price. We pay the regional carrier a pre-determined rate, subject to annual inflation adjustments, for each block hour flown (the hours from gate departure to gate arrival) and to reimburse the regional carrier for various pass-through expenses related to the flights. Under the CPAs, we are responsible for the cost of providing fuel for all flights and for paying aircraft rent for all of the aircraft covered by the CPAs. Generally, the CPAs contain incentive bonus and rebate provisions based upon each regional carrier’s operational performance. United’s and Continental’s CPAs are for 275 and 276 regional aircraft, respectively, and the United and Continental CPAs have terms expiring through 2024 and 2021, respectively. Aircraft operated under CPAs include aircraft leased directly from the regional carriers and those leased from third-party lessors and operated by the regional carriers.

Our future commitments under our CPAs are dependent on numerous variables, and are therefore difficult to predict. The most important of these variables is the number of scheduled block hours. Although we are not required to purchase a minimum number of block hours under certain of our CPAs, we have set forth below estimates of our future payments under the CPAs based on our assumptions. Continental’s estimates of its future payments under all of the CPAs do not include the portion of the underlying obligation for any aircraft leased to ExpressJet or deemed to be leased from other regional carriers and facility rent that are disclosed as part of aircraft and nonaircraft operating leases. For purposes of calculating these estimates, we have assumed (1) the number of block hours flown is based on our anticipated level of flight activity or at any contractual minimum utilization levels if applicable, whichever is higher, (2) that we will reduce the fleet as rapidly as contractually allowed under each CPA, (3) that aircraft utilization, stage length and load factors will remain constant, (4) that each carrier’s operational performance will remain at historic levels and (5) that inflation is projected to be between 1.5% and 2.2% per year. Based on these assumptions as of December 31, 2012, our future payments through the end of the terms of our CPAs are presented in the table below (in millions). These amounts exclude variable pass-through costs such as fuel and landing fees, among others.


	UAL		United		Continental
2013	$	1,801	$	931	$	870
2014		1,604		781		823
2015		1,422		691		731
2016		1,187		481		706
2017		1,159		472		687
After 2017		2,376		947		1,429

	$	9,549	$	4,303	$	5,246

It is important to note that the actual amounts we pay to our regional operators under CPAs could differ materially from these estimates. For example, a 10% increase or decrease in scheduled block hours for all of United’s and Continental’s regional operators (whether as a result of changes in average daily utilization or otherwise) in 2013 would result in a corresponding change in annual cash obligations under the CPAs for UAL of approximately $76 million (8.2%) and $72 million (8.2%), respectively.

The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.

Variable Interest Entities

Variable Interest Entities

12 Months Ended

Dec. 31, 2012

NOTE 16 - VARIABLE INTEREST ENTITIES

Variable interests are contractual, ownership or other monetary interests in an entity that change with fluctuations in the fair value of the entity’s net assets exclusive of variable interests. A VIE can arise from items such as lease agreements, loan arrangements, guarantees or service contracts. An entity is a VIE if (a) the entity lacks sufficient equity or (b) the entity’s equity holders lack power or the obligation and right as equity holders to absorb the entity’s expected losses or to receive its expected residual returns. Therefore, if the equity owners as a group do not have the power to direct the entity’s activities that most significantly impact its economic performance, the entity is a VIE.

If an entity is determined to be a VIE, the entity must be consolidated by the primary beneficiary. The primary beneficiary is the holder of the variable interests that has the power to direct the activities of a VIE that (i) most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. Therefore, the Company must identify which activities most significantly impact the VIE’s economic performance and determine whether it, or another party, has the power to direct those activities.

The Company’s evaluation of its association with VIEs is described below:

Aircraft Leases. We are the lessee in a number of operating leases covering the majority of our leased aircraft. The lessors are trusts established specifically to purchase, finance and lease aircraft to us. These leasing entities meet the criteria for VIEs. We are generally not the primary beneficiary of the leasing entities if the lease terms are consistent with market terms at the inception of the lease and do not include a residual value guarantee, fixed-price purchase option or similar feature that obligates us to absorb decreases in value or entitles us to participate in increases in the value of the aircraft. This is the case for many of our operating leases; however, leases of approximately 11 United mainline jet aircraft and 73 Continental mainline jet aircraft contain a fixed-price purchase option that allow United and Continental to purchase the aircraft at predetermined prices on specified dates during the lease term. Additionally, leases covering substantially all of Continental’s 256 leased regional jet aircraft contain an option to purchase the aircraft at the end of the lease term at prices that, depending on market conditions, could be below fair value. The Company has not consolidated the related trusts because, even taking into consideration these purchase options, the Company is still not the primary beneficiary. The Company’s maximum exposure under these leases is the remaining lease payments, which are reflected in future lease commitments in Note 15.

EETCs. The Company evaluated whether the pass-through trusts formed for its EETC financings, treated as either debt or aircraft operating leases, are VIEs required to be consolidated by the Company under applicable accounting guidance, and determined that the pass-through trusts are VIEs. Based on the Company’s analysis as described below, the Company determined that it does not have a variable interest in the pass-through trusts.

The primary risk of the pass-through trusts is credit risk (i.e. the risk that United or Continental, the issuer of the equipment notes, may be unable to make its principal and interest payments). The primary purpose of the pass-through trust structure is to enhance the credit worthiness of the Company’s debt obligation through certain bankruptcy protection provisions, a liquidity facility (in certain of the EETC structures) and improved loan-to-value ratios for more senior debt classes. These credit enhancements lower the Company’s total borrowing cost. Pass-through trusts are established to receive principal and interest payments on the equipment notes purchased by the pass-through trusts from the Company and remit these proceeds to the pass-through trusts’ certificate holders.

The Company does not invest in or obtain a financial interest in the pass-through trusts. Rather, the Company has an obligation to make interest and principal payments on its equipment notes held by the pass-through trusts. The Company did not intend to have any voting or non-voting equity interest in the pass-through trusts or to absorb variability from the pass-through trusts. Based on this analysis, the Company determined that it is not required to consolidate the pass-through trusts.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

NOTE 17 - COMMITMENTS AND CONTINGENCIES

General Guarantees and Indemnifications. In the normal course of business, the Company enters into numerous real estate leasing and aircraft financing arrangements that have various guarantees included in the contracts. These guarantees are primarily in the form of indemnities under which the Company typically indemnifies the lessors and any tax/financing parties against tort liabilities that arise out of the use, occupancy, operation or maintenance of the leased premises or financed aircraft. Currently, the Company believes that any future payments required under these guarantees or indemnities would be immaterial, as most tort liabilities and related indemnities are covered by insurance (subject to deductibles). Additionally, certain leased premises such as fueling stations or storage facilities include indemnities of such parties for any environmental liability that may arise out of or relate to the use of the leased premises.

Legal and Environmental. The Company has certain contingencies resulting from litigation and claims incident to the ordinary course of business. Management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that the ultimate disposition of the litigation and claims will not materially affect the Company’s consolidated financial position or results of operations. The Company records liabilities for legal and environmental claims when a loss is probable and reasonably estimable. These amounts are recorded based on the Company’s assessments of the likelihood of their eventual disposition.

Commitments. The table below summarizes the Company’s commitments as of December 31, 2012, which primarily relate to the acquisition of aircraft and related spare engines, aircraft improvements and include other commitments primarily to acquire information technology services and assets (in billions):


	UAL		United		Continental
2013	$	1.8	$	0.8	$	1.0
2014		1.5		0.7		0.8
2015		2.0		0.9		1.1
2016		3.0		2.0		1.0
2017		2.5		2.4		0.1
After 2017		7.1		4.8		2.3

	$	17.9	$	11.6	$	6.3

UAL Aircraft Commitments. UAL had firm commitments to purchase 100 new Boeing 737 MAX 9 aircraft scheduled for delivery from 2018 through 2022. UAL also had options to purchase an additional 100 Boeing 737 MAX 9 aircraft. UAL had the right, and intends in the future, to assign its interest under the purchase agreement for the 737 MAX 9 aircraft with respect to one or more of the aircraft to either United or Continental.

United Aircraft Commitments. United had firm commitments to purchase 100 new aircraft (25 Boeing 787 aircraft, 50 Boeing 737-900ER aircraft and 25 Airbus A350XWB aircraft) scheduled for delivery from 2013 through 2020. United also had options and purchase rights for additional aircraft. In 2013, United expects to take delivery of ten Boeing 737-900ER aircraft.

Continental Aircraft Commitments. Continental had firm commitments to purchase 47 new aircraft (23 Boeing 737 aircraft and 24 Boeing 787 aircraft) scheduled for delivery from January 1, 2013 through 2016. Continental also had options to purchase 74 Boeing aircraft. In 2013, Continental expects to take delivery of 14 Boeing 737-900ER aircraft and two Boeing 787-8 aircraft.

As of December 31, 2012, Continental had arranged for EETC financing of 14 Boeing 737-900ER aircraft and one Boeing 787-8 aircraft scheduled for delivery through July 2013. In addition, United had secured backstop financing commitments from its widebody aircraft and engine manufacturers for a limited number of its future aircraft deliveries, subject to certain customary conditions. See Note 14 of this report for additional information. However, UAL and United do not have backstop financing or any other financing currently in place for their firm narrowbody aircraft orders with Boeing, and Continental does not have backstop financing or any other financing currently in place for its other Boeing aircraft on order. Financing will be necessary to satisfy the Company’s capital commitments for its firm order aircraft and other related capital expenditures. The Company can provide no assurance that any financing not already in place for aircraft and spare engine deliveries will be available to the Company on acceptable terms when necessary or at all.

As UAL has the right, and intends in the future, to assign its interest under the purchase agreement for the Boeing 737 MAX 9 aircraft with respect to one or more of the aircraft to either United or Continental, but has not determined the actual assignment of the Boeing 737 MAX 9 aircraft between United and Continental, the table above assumes that 50% of the Boeing 737 MAX 9 order is assigned to United and 50% of the Boeing 737 MAX 9 order is assigned to Continental.

UAL and Continental have concluded their discussions with Boeing regarding delays in delivery of certain Boeing 787 aircraft, and have reached a resolution with Boeing regarding compensation to be received in connection with those delays.

Credit Card Processing Agreements

The Company has agreements with financial institutions that process customer credit card transactions for the sale of air travel and other services. Under certain of the Company’s credit card processing agreements, the financial institutions either require, or under certain circumstances have the right to require, that the Company maintains a reserve equal to a portion of advance ticket sales that has been processed by that financial institution, but for which the Company has not yet provided the air transportation. Such financial institutions may require additional cash or other collateral reserves to be established or additional withholding of payments related to receivables collected if the Company does not maintain certain minimum levels of unrestricted cash, cash equivalents and short term investments. The Company’s current level of unrestricted cash, cash equivalents and short term investments is substantially in excess of these minimum levels.

Guarantees and Off-Balance Sheet Financing

Fuel Consortia. The Company participates in numerous fuel consortia with other air carriers at major airports to reduce the costs of fuel distribution and storage. Interline agreements govern the rights and responsibilities of the consortia members and provide for the allocation of the overall costs to operate the consortia based on usage. The consortia (and in limited cases, the participating carriers) have entered into long-term agreements to lease certain airport fuel storage and distribution facilities that are typically financed through tax-exempt bonds (either special facilities lease revenue bonds or general airport revenue bonds), issued by various local municipalities. In general, each consortium lease agreement requires the consortium to make lease payments in amounts sufficient to pay the maturing principal and interest payments on the bonds. As of December 31, 2012, approximately $1.3 billion principal amount of such bonds were secured by significant fuel facility leases in which UAL participates, as to which UAL and each of the signatory airlines has provided indirect guarantees of the debt. As of December 31, 2012, UAL’s contingent exposure was approximately $259 million principal amount of such bonds based on its recent consortia participation. As of December 31, 2012, United’s and Continental’s contingent exposure related to these bonds, based on its recent consortia participation, was approximately $198 million and $61 million, respectively. The Company’s contingent exposure could increase if the participation of other air carriers decreases. The guarantees will expire when the tax-exempt bonds are paid in full, which ranges from 2014 to 2041. The Company did not record a liability at the time these indirect guarantees were made.

Guarantees. United and Continental are the guarantors of approximately $270 million and $1.6 billion, respectively, in aggregate principal amount of tax-exempt special facilities revenue bonds and interest thereon. These bonds, issued by various airport municipalities, are payable solely from rentals paid under long-term agreements with the respective governing bodies. The leasing arrangements associated with $1.7 billion ($270 million for United and $1.4 billion for Continental) of these obligations are accounted for as operating leases with the associated expense recorded on a straight-line basis resulting in ratable accrual of the lease obligation over the expected lease term. These tax-exempt special facilities revenue bonds are included in our lease commitments disclosed in Note 15. The leasing arrangements associated with $190 million (for Continental only) of these obligations are accounted for as capital leases. All these bonds are due between 2015 and 2038.

In the Company’s financing transactions that include loans, the Company typically agrees to reimburse lenders for any reduced returns with respect to the loans due to any change in capital requirements and, in the case of loans in which the interest rate is based on the London Interbank Offered Rate (“LIBOR”), for certain other increased costs that the lenders incur in carrying these loans as a result of any change in law, subject in most cases to obligations of the lenders to take certain limited steps to mitigate the requirement for, or the amount of, such increased costs. At December 31, 2012, UAL had $2.6 billion of floating rate debt (consisting of United’s $1.9 billion and Continental’s $658 million of debt) and $347 million of fixed rate debt (consisting of United’s $186 million and Continental’s $161 million of debt), with remaining terms of up to ten years, that are subject to these increased cost provisions. In several financing transactions involving loans or leases from non-U.S. entities, with remaining terms of up to nine years and an aggregate balance of $2.8 billion (consisting of United’s $2.1 billion and Continental’s $744 million balance), the Company bears the risk of any change in tax laws that would subject loan or lease payments thereunder to non-U.S. entities to withholding taxes, subject to customary exclusions.

Houston Bush Terminal B Redevelopment Project. In May 2011, UAL, in partnership with the Houston Airport System, announced that it would begin construction of the first phase of a potential three-phase $1 billion terminal improvement project for Terminal B at George Bush Intercontinental Airport (“Houston Bush”) by the end of 2011. In November 2011, the City of Houston issued approximately $113 million of special facilities revenue bonds to finance the construction of a new south concourse at Houston Bush dedicated to the Company’s regional jet operations. The bonds are guaranteed by Continental and are payable from certain rentals paid by Continental under a special facilities lease agreement with the City of Houston. Continental’s initial commitment is to construct the first phase of the originally anticipated three-phase project. Continental’s cost of construction of phase one of the project is currently estimated to be approximately $100 million and is funded by special facilities revenue bonds. Construction of the remaining phases of the project, if any, will be based on demand over the next seven to 10 years, with phase one currently expected to be completed in late 2013.

Based on a qualitative assessment of the Houston Bush Terminal B Redevelopment Project, due to the fact that Continental is guaranteeing the special facilities revenue bonds and the requirement that Continental fund cost overruns with no stated limits, Continental is considered the owner of the property during the construction period for accounting purposes. As a result, the construction project is being treated as a financing transaction such that the property and related financing will be included on UAL’s consolidated balance sheet as an asset under operating property and equipment and as a construction obligation under other long-term liabilities.

Labor Negotiations.

As of December 31, 2012, UAL, including its subsidiaries, had approximately 88,000 employees. As of December 31, 2012, United had approximately 47,000 employees and Continental had approximately 41,000 employees. Approximately 80% of the combined Company’s employees were represented by various U.S. labor organizations as of December 31, 2012.

During 2012, various labor agreements were reached between union representatives and the Company. On December 15, 2012, the pilots for both United and Continental ratified a joint collective bargaining agreement with the Company. In February 2013, the Company reached tentative agreements on new joint collective bargaining agreements with the IAM for the fleet service, passenger service and storekeeper workgroups at the United, Continental, Continental Micronesia and Mileage Plus subsidiaries. The tentative agreements with the IAM cover more than 28,000 employees and are subject to ratification by the IAM members. We are also currently in the process of negotiating joint collective bargaining agreements with all of our other major represented groups. Several other collective bargaining agreements were reached with unions at each of our subsidiaries during 2012, including with the United flight attendants in February 2012, the Continental Micronesia aircraft technicians in May 2012, the Continental pilot ground instructors in June 2012 and the Continental Micronesia flight attendants in August 2012.

The entire disclosure for commitments and contingencies.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Statement of Consolidated Cash Flows-Supplemental Disclosures

Statement of Consolidated Cash Flows-Supplemental Disclosures

12 Months Ended

Dec. 31, 2012

NOTE 18 - STATEMENT OF CONSOLIDATED CASH FLOWS - SUPPLEMENTAL DISCLOSURES

Supplemental disclosures of cash flow information and non-cash investing and financing activities for the years ended December 31, are as follows (in millions):


2012	UAL		United		Continental Successor		Continental Predecessor
Cash paid during the period for:
Interest (net of amounts capitalized)	$	766	$	426	$	340
Income taxes		2		3		1
Non-cash transactions:
Transfer of OnePass frequent flyer liability and advanced purchase of miles from Continental	$	—	$	2,387	$	(2,387)
Property and equipment acquired through issuance of debt		544		—		544
8% Contingent Senior Unsecured Notes and 6% Senior Notes, net of discount		357		357		—
Special facility payment financing		101		—		101
Airport construction financing		50		—		50

2011
Cash paid during the period for:
Interest (net of amounts capitalized)	$	855	$	495	$	360
Income taxes		10		2		—
Non-cash transactions:
Property and equipment acquired through issuance of debt	$	130	$	—	$	130
8% Contingent Senior Unsecured Notes, net of discount		88		88		—
Interest paid in kind on UAL 6% Senior Notes		37		37		—

2010
Cash paid (refunded) during the period for:
Interest (net of amounts capitalized)	$	600	$	489	$	111	$	210
Income taxes		(16)		(16)		—		1
Non-cash transactions:
Redemption of Continental’s 5% Convertible Notes with UAL common stock	$	175	$	—	$	175	$	—
Property and equipment acquired through issuance of debt and capital leases		98		—		98		465
Restricted cash collateral returned on derivative contracts		(45)		(45)		—		—
Interest paid in kind on UAL 6% Senior Notes		35		35		—		—

Advanced Purchase of Miles

12 Months Ended

Dec. 31, 2012

Advanced Purchase of Miles

NOTE 19 - ADVANCED PURCHASE OF MILES

The Company previously sold frequent flyer miles to Chase which the Company recorded as Advanced Purchase of Miles. UAL has the right, but is not required, to repurchase the pre-purchased miles from Chase during the term of the agreement. The balance of pre-purchased miles is eligible to be allocated to MileagePlus members’ account by 2017. The Co-Brand Agreement contains termination penalties that may require United and Continental to make certain payments and repurchase outstanding pre-purchased miles in cases such as the Company’s insolvency, bankruptcy or other material breaches. The Company has recorded these amounts as advanced purchase of miles in the liabilities section of the Company’s consolidated balance sheets.

The obligations of UAL, United, Continental and Mileage Plus Holdings, LLC to Chase under the Co-Brand Agreement are joint and several. Certain of United’s obligations under the Co-Brand Agreement in an amount not more than $850 million are secured by a junior lien in all collateral pledged by United under its Amended Credit Facility. All of Continental’s obligations under the Co-Brand Agreement are secured by a junior lien in all collateral pledged by Continental to secure its Senior Notes due 2015. United also provides a first priority lien to Chase on its MileagePlus assets to secure certain of its obligations under the Co-Brand Agreement and its obligations under the new combined credit card processing agreement among Continental, United, Paymentech, LLC and JPMorgan Chase. After Continental’s OnePass Program termination in March 2012, certain of the OnePass Program assets were added as collateral to the Co-Brand Agreement. As a result of this termination, all OnePass related assets and liabilities were transferred from Continental to United.

Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related Party Transactions

NOTE 20 - RELATED PARTY TRANSACTIONS

Intercompany transactions - United and Continental

United and Continental perform services for one another including various aircraft maintenance services, aircraft ground handling and aircraft fuel provisions at certain airports. For the year ended December 31, 2012, United provided $558 million of services to Continental, and Continental provided $219 million of services to United. Many of these transactions are routinely settled through the clearing house, which is customarily used in the monthly settlement of such items. Transactions not settled through the clearing house are typically settled in cash on a quarterly basis. As of December 31, 2012, Continental had a net current payable of $2.5 billion to United primarily related to the transfer of the current portion of the frequent flyer liability and the cash transfer from United in conjunction with the conversion to the new passenger service system, as described below. In addition, Continental had a $270 million noncurrent payable as of December 31, 2012 to United associated with the transfer of advanced purchase of miles to United as a result of the transition to the single loyalty program described further below.

In November 2011, the Company received a single operating certificate from the Federal Aviation Administration. The Company plans to merge United Air Lines, Inc. and Continental Airlines, Inc. into one legal entity in 2013. Once this legal merger occurs, the financial statements of United and Continental will be combined at their historical cost for all periods presented beginning on October 1, 2010, the date on which Continental became a wholly-owned subsidiary of UAL, and there will no longer be a requirement to separately report the historical financial statements of Continental. Intercompany receivables and payables between United and Continental will be settled when United Air Lines, Inc. and Continental Airlines, Inc. merge into one legal entity.

Frequent flyer program transition

In the first quarter of 2012, the Company moved to a single loyalty program. Continental’s loyalty program formally ended in the first quarter of 2012, at which point United automatically enrolled Continental OnePass program members in the MileagePlus program and deposited into those MileagePlus accounts award miles equal to these members’ OnePass award miles balance. In March 2012, the related frequent flyer deferred revenue and advance purchase of miles liabilities for the OnePass program was transferred to United with a corresponding liability recorded by Continental payable to United for assuming the frequent flyer obligations. No gain or loss was incurred from the transaction as the liabilities were transferred at their respective net book value. The obligation associated with this transfer will be settled by Continental through future redemptions by MileagePlus members on Continental operated flights.

Passenger service system and ticket stock integration

In March 2012, Continental and United converted to a single passenger service system, allowing the Company to operate using a single reservations system, carrier code, flight schedule, website and departure control system. In conjunction with the conversion to a single passenger service system, all tickets are now sold by United. As a result, the air traffic liability of Continental is diminishing as tickets previously sold by Continental are used or refunded and United’s advanced ticket sales liability and associated cash receipts from the ticket sales will increase accordingly. Subsequent to the system conversion, United transferred cash to Continental each month, such transfers being netted against amounts owed to Continental for segments flown by Continental on United ticket stock. Revenue will continue to be recorded by the carrier that is operating the flight.

Revenue and expense allocation

Until United Air Lines, Inc. and Continental Airlines, Inc. are merged into one legal entity, revenue and expenses will continue to be recorded by each entity based on either specific identification of the related transaction, where applicable, or appropriate allocations based on metrics that are systematic and rational. Certain revenues and expenses that were previously recorded based on a specific identification were allocated in March 2012 in connection with the conversion to a single passenger service system. We believe the allocated amounts will generally be comparable to historical amounts. Each airline will continue to record actual expenses for aircraft that are owned or leased and passenger revenue will be determined on an actual basis for the carrier operating the flight. The table below illustrates a summary of the primary allocation metrics to be used:


Account		Allocation metric between subsidiaries
Operating revenue:
Passenger		Actual ticket revenue based on specifically identified flights operated by each carrier. Frequent flyer component of passenger revenue is allocated to Continental based on historic revenue passenger miles (“RPMs”) split between carriers and rate at which outstanding frequent flyer liability was transferred from Continental to United at single passenger service system conversion for calculating frequent flyer impact. Regional revenue, based on the carrier that contracted with the regional carrier
Cargo		Actual by operating carrier
Other operating		Passenger related based on passenger revenue and other based on passengers enplaned or other similar criteria
Operating expense:
Aircraft fuel		Actual by operating carrier
Salaries and related costs		Actual for operational workgroups and allocation based on historical RPMs for administrative personnel. Profit sharing expense is allocated based on the proportional profit of each operating entity
Regional capacity purchase		Actual based on specific identification of the carrier that contracted with regional carrier for flying
Landing fees and other rent		Allocation based on passengers enplaned
Aircraft maintenance materials and outside repairs		Actual based on the specific identification of each carrier’s aircraft
Depreciation and amortization		Specific identification of carriers’ operational assets (i.e. flight equipment) and intangible assets and allocation based on historical RPMs for other assets
Distribution expenses		Allocation based on passenger revenue
Aircraft rent		Actual based on specific identification of each carrier’s aircraft
Special charges		Specific identification. Labor agreement costs are allocated based on salaries of respective work groups
Other operating expenses		Specific identification where applicable and allocation based on historical RPMs for other

Total net revenue allocated from United to Continental amounted to $1.1 billion for the year ended December 31, 2012.

Total net expenses allocated from United to Continental amounted to $363 million for the year ended December 31, 2012.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 850
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 850
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Merger and Integration-Related Costs and Special Items

Merger and Integration-Related Costs and Special Items

12 Months Ended

Dec. 31, 2012

NOTE 21 - MERGER AND INTEGRATION-RELATED COSTS AND SPECIAL ITEMS

Special Revenue Item. As discussed in Note 2, during the second quarter of 2011, the Company modified the previously existing United and Continental co-branded credit card agreements with Chase as a result of the Merger. This modification resulted in the following one-time adjustment to decrease frequent flyer deferred revenue and increase special revenue in accordance with ASU 2009-13 for the year ended December 31, 2011 as follows (in millions):


	UAL		United		Continental
Special revenue item	$	107	$	88	$	19

For the years ended December 31, Merger and integration-related costs and special items classified as special charges in the statements of consolidated operations consisted of the following (in millions):


2012	UAL		United		Continental Successor
Integration-related costs	$	739	$	569	$	170
Labor agreement costs		475		312		163
Voluntary severance and benefits		125		125		—
Intangible asset impairment		30		—		30
Gains on sale of assets and other special charges, net		(46)		(22)		(24)

Total	$	1,323	$	984	$	339


2011	UAL		United		Continental Successor
Integration-related costs	$	517	$	360	$	157
Termination of maintenance service contract		58		58		—
Intangible asset impairment		4		—		4
Other		13		15		(2)

Total	$	592	$	433	$	159


2010	UAL		United		Continental Successor		Continental Predecessor
Merger costs:
Merger-related costs	$	144	$	114	$	30	$	10
Salary and severance-related		249		111		138		—
Integration-related costs		171		138		33		19

		564		363		201		29
Aircraft impairments		136		136		—		6
Goodwill impairment credit		(64)		(64)		—		—
Intangible asset impairment		29		29		—		—
Other		4		4		—		12

Total	$	669	$	468	$	201	$	47

Integration-related costs

Integration-related costs incurred during 2012 included compensation costs related to systems integration and training, costs to repaint aircraft and other branding activities, costs to write-off or accelerate depreciation on systems and facilities that are either no longer used or planned to be used for significantly shorter periods, as well as relocation costs for employees and severance primarily associated with administrative headcount reductions. In 2011, these costs also included costs to terminate certain service contracts, costs to write-off system assets, payments to third-party consultants assisting with integration planning and organization design and compensation costs related to the systems integration. In addition, UAL recorded a liability of $88 million related to the fair value of UAL’s obligation to issue to the PBGC $125 million aggregate principal amount of 8% Contingent Senior Notes during 2011. This was classified as an integration-related cost since the financial results of UAL, excluding Continental’s results, would not have resulted in a triggering event under the 8% Contingent Senior Notes indenture.

On December 31, 2012, UAL and United entered into an agreement with the PBGC that reduced the aggregate amount of 8% Contingent Senior Notes to be issued by UAL, and eliminated the contingent nature of such obligation by replacing the $188 million principal amount of 8% Contingent Senior Notes incurred as of December 31, 2012 and the obligation to issue any additional 8% Contingent Senior Notes with $400 million principal amount of New 8% Notes. In addition, UAL and United agreed to replace the $652 million principal amount outstanding of UAL’s 6% Senior Notes due 2031 with the New 6% Notes. The Company did not receive any cash proceeds in connection with the issuance of the New PBGC Notes. The Company is accounting for this agreement as a debt extinguishment, resulting in a charge of $309 million that represents the fair value of $212 million of New 8% Notes that it agreed to issue and the change in the fair value of the New 6% Notes and the $188 million of New 8% Notes versus their previous carrying values. The Company classified the expense as a component of special charges because the note restructuring would not have occurred if it were not for the Merger.

Labor agreement costs

In December 2012, the United and Continental pilots represented by the Air Line Pilots Association, International ratified a new joint collective bargaining agreement with the Company. The Company recorded $475 million of expense associated with lump sum cash payments that would be made in conjunction with the ratification of the contract and the completion of the integrated pilot seniority list. This charge also includes $80 million associated with changes to existing pilot disability plans negotiated in connection with the agreement. The lump sum payments are not in lieu of future pay increases. The Company made cash payments of approximately $55 million in late 2012 and expects to pay the remainder by the end of 2013 relating to these charges.

Voluntary severance and benefits

During 2012, the Company recorded $125 million of severance and benefits associated with various voluntary retirement and leave of absence programs for its various employee groups. During the first quarter of 2012, approximately 400 mechanics offered to retire early in exchange for a cash severance payment that was based on the number of years of service each employee had accumulated. The expense for this voluntary program was approximately $32 million. The Company also offered a voluntary leave of absence program that approximately 1,800 flight attendants accepted, which allows for continued medical coverage during the leave of absence period. The expense for this voluntary program was approximately $17 million. During the second quarter of 2012, as part of the recently amended collective bargaining agreement with the Association of Flight Attendants, the Company offered a voluntary program for flight attendants at United to retire early in exchange for a cash severance payment. The payments are dependent on the number of years of service each employee has accumulated. Approximately 1,300 flight attendants accepted this program and the expense for this voluntary program is approximately $76 million.

Merger-related costs

Merger-related costs in 2010 include charges related to the planning and execution of the Merger, including costs for items such as financial advisor, legal and other advisory fees. Salary and severance related costs are primarily associated with administrative headcount reductions and compensation costs related to the Merger.

Intangible asset impairments

During 2012 and 2011, Continental recorded impairment charges of $30 million and $4 million, respectively, on certain intangible assets related to European take-off and landing slots to reflect the estimated fair value of these assets as part of its annual impairment test of indefinite-lived intangible assets.

During 2010, the U.S. and Brazilian governments reached an open skies aviation agreement that removed the restriction on the number of flights into Sao Paulo by October 2015. As a result of these changes, United recorded a $29 million non-cash charge to write-down its indefinite-lived route asset in Brazil. These impairments were based on estimated fair values, which were primarily developed using income methodologies, as described in Note 12.

Gains on sale of assets and other special charges

During 2012, the Company recorded net gains of $46 million related to gains and losses on the disposal of aircraft and related parts and other assets.

Aircraft impairments

The aircraft impairments summarized in the table above for 2010 relate to United’s nonoperating Boeing 737 and Boeing 747 aircraft which declined in value, as older, less fuel efficient models became less valuable with increasing fuel costs. The carrying values of these nonoperating aircraft were reduced to estimated fair values.

Goodwill impairment credit

During 2010, UAL determined that it overstated its deferred tax liabilities by approximately $64 million when it applied fresh start accounting upon its exit from Chapter 11 bankruptcy protection in 2006. Under applicable standards in 2008, this error would have been corrected with a decrease to goodwill, which would have resulted in a decrease in the amount of UAL’s 2008 goodwill impairment charge. Therefore, UAL corrected this overstatement in the fourth quarter of 2010 by reducing its deferred tax liabilities and recorded it as goodwill impairment credit in its consolidated statement of operations. The adjustment was not made to prior periods as UAL does not believe the correction was material to 2010 or any prior period. As the goodwill from fresh start accounting was pushed down to United, the above disclosure also applies to United.

Termination charges

During 2011, United recorded $58 million of charges related to the early termination of a maintenance service contract. During 2009, United incurred $104 million primarily for aircraft lease termination charges related to its operational plans to significantly reduce its operating fleet.

Accrual Activity

Activity related to the accruals for severance and medical costs and future lease payments on permanently grounded aircraft and unused facilities is as follows (in millions):


	Severance/ Medical Costs		Permanently Grounded Aircraft		Unused Facilities
UAL
Balance at December 31, 2009	$	45	$	83	$	—
Liability assumed due to Merger, October 1, 2010		3		—		33
Accrual		155		(3)		—
Payments		(101)		(39)		(26)

Balance at December 31, 2010		102		41		7
Accrual		21		5		—
Payments		(68)		(15)		(3)

Balance at December 31, 2011		55		31		4
Accrual		170		(1)		(2)
Payments		(160)		(25)		(1)

Balance at December 31, 2012	$	65	$	5	$	1


United
Balance at December 31, 2009	$	45	$	83	$	—
Accrual		74		(3)		—
Payments		(77)		(39)		—

Balance at December 31, 2010		42		41		—
Accrual		28		5		—
Payments		(42)		(15)		—

Balance at December 31, 2011		28		31		—
Accrual		152		(1)		—
Payments		(141)		(25)		—

Balance at December 31, 2012	$	39	$	5	$	—


Continental
Balance at December 31, 2009	$	14	$	2	$	26
Accrual (a)		84		(1)		9
Payments (a)		(38)		(1)		(28)

Balance at December 31, 2010		60		—		7
Accrual		(7)		—		—
Payments		(26)		—		(3)

Balance at December 31, 2011		27		—		4
Accrual		18		—		(2)
Payments		(19)		—		(1)

Balance at December 31, 2012	$	26	$	—	$	1

(a) Continental accrual and payment amounts for 2010 represent both Predecessor and Successor periods. Total accrual and payments in the Predecessor period were $11 million and $17 million, respectively. Total accrual and payments in the Successor period were $81 million and $50 million, respectively.

The Company’s accrual and payment activity in 2012 and 2011 is primarily related to severance and other compensation expense associated with voluntary employee programs and the Merger, respectively.

Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Data (Unaudited)

NOTE 22 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


UAL	Quarter Ended
(In millions, except per share amounts)	March 31		June 30		September 30		December 31
2012
Operating revenue	$	8,602	$	9,939	$	9,909	$	8,702
Income (loss) from operations		(271)		575		200		(465)
Net income (loss)		(448)		339		6		(620)
Basic earnings (loss) per share		(1.36)		1.02		0.02		(1.87)
Diluted earnings (loss) per share		(1.36)		0.89		0.02		(1.87)

2011
Operating revenue	$	8,202	$	9,809	$	10,171	$	8,928
Income from operations		34		808		935		45
Net income (loss)		(213)		538		653		(138)
Basic earnings (loss) per share		(0.65)		1.63		1.97		(0.42)
Diluted earnings (loss) per share		(0.65)		1.39		1.69		(0.42)

UAL’s quarterly financial data is subject to seasonal fluctuations and historically its second and third quarter financial results, which reflect higher travel demand, are better than its first and fourth quarter financial results. UAL’s quarterly results were impacted by the following significant items (in millions):


UAL	Quarter Ended

	March 31		June 30		September 30		December 31
2012
Special charges (income):
Integration-related costs	$	134	$	137	$	60	$	408
Labor agreement costs		—		—		454		21
Voluntary severance and benefits		49		76		—		—
Intangible asset impairments		6		—		—		24
Gains on sale of assets and other special charges, net		(25)		(7)		—		(14)

Total special items		164		206		514		439

Income tax benefit		(2)		—		—		(9)

Total special items, net of tax	$	162	$	206	$	514	$	430


2011
Special charges (income):
Revenue - Co-brand Agreement modification (Note 2(c))	$	—	$	(107)	$	—	$	—
Integration-related costs		79		145		123		170
Termination of maintenance service contract		—		—		—		58
Aircraft-related charges (gains), net		(2)		1		(3)		(2)
Intangible asset impairment		—		—		—		4
Other special items		—		—		—		19

Total special items		77		39		120		249

Income tax benefit		—		—		—		(2)

Total special items, net of tax	$	77	$	39	$	120	$	247

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

Schedule II Valuation and Qualifying Accounts

Schedule II Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Schedule II

Valuation and Qualifying Accounts

For the Years Ended December 31, 2012, 2011 and 2010


(In millions) Description	Balance at Beginning of Period		Assumed in Merger/ Acquisition Accounting Adjustment		Additions Charged to Costs and Expenses		Deductions (a)		Balance at End of Period
Allowance for doubtful accounts - UAL:
2012	$	7	$	—	$	12	$	6	$	13
2011		6		—		8		7		7
2010		14		—		4		12		6
Allowance for doubtful accounts - United:
2012	$	5	$	—	$	9	$	3	$	11
2011		5		—		5		5		5
2010		14		—		3		12		5
Allowance for doubtful accounts - Continental:
2012	$	2	$	—	$	3	$	3	$	2
2011		1		—		3		2		2
October 1 to December 31, 2010 (Successor Company)		5		(5)		1		—		1
January 1 to September 30, 2010 (Predecessor Company)		7		—		1		3		5
Obsolescence allowance—spare parts - UAL:
2012	$	89	$	—	$	40	$	4	$	125
2011		64		—		31		6		89
2010		61		—		215		212		64
Obsolescence allowance—spare parts - United:
2012	$	73	$	—	$	15	$	2	$	86
2011		61		—		16		4		73
2010		61		—		212		212		61
Obsolescence allowance—spare parts - Continental:
2012	$	16	$	—	$	25	$	2	$	39
2011		3		—		15		2		16
October 1 to December 31, 2010 (Successor Company)		121		(121)		3		—		3
January 1 to September 30, 2010 (Predecessor Company)		113		—		9		1		121
Valuation allowance for deferred tax assets - UAL:
2012	$	4,137	$	—	$	487	$	21	$	4,603
2011		4,171		—		333		367		4,137
2010		3,060		1,487		90		466		4,171
Valuation allowance for deferred tax assets - United:
2012	$	2,614	$	—	$	460	$	6	$	3,068
2011		2,624		—		82		92		2,614
2010		2,977		—		30		383		2,624
Valuation allowance for deferred tax assets - Continental:
2012	$	1,434	$	—	$	201	$	200	$	1,435
2011		1,384		—		289		239		1,434
October 1 to December 31, 2010 (Successor Company)		362		1,125		2		105		1,384
January 1 to September 30, 2010 (Predecessor Company)		563		—		—		201		362

(a) Deduction from reserve for purpose for which reserve was created.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Use of Estimates

(a)

Passenger Revenue Recognition

(b)

Frequent Flyer Accounting

(c)

Miles Earned in Conjunction with Flights

Co-branded Credit Card Partner Mileage Sales

Expiration of Miles

Accounting Policy Changes


	Year Ended December 31, 2011
	UAL		United		Continental
Operating revenue (including special revenue item)	$	600	$	395	$	205
Per basic share		1.82		NM		NM
Per diluted share		1.57		NM		NM

Other Information

The following table provides additional information related to the frequent flyer program at the UAL consolidated level (in millions):


Year Ended December 31,	Cash Proceeds from Miles Sold		Other Revenue Recognized Upon Award of Miles to Third-Party Customers (a)		Increase in Frequent Flyer Deferred Revenue for Miles Awarded (b)		Net Increase in Advanced Purchase of Miles (c)
2012	$	2,852	$	816	$	2,036	$	—
2011		3,121		566		2,357		198
2010		2,156		331		1,739		86

(a) This amount represents other revenue recognized during the period from the sale of miles to third parties, representing the marketing services component of the sale.
(b) This amount represents the increase to frequent flyer deferred revenue during the period.
(c) This amount represents the net increase in the advance purchase of miles obligation due to cash payments for the sale of miles in excess of miles awarded to customers.

Continental’s frequent flyer program accounting changed significantly as a result of the Merger. See Continental Predecessor Accounting Policies, below, for the Continental Predecessor policy.

Cash and Cash Equivalents and Restricted Cash

(d)	Cash and Cash Equivalents and Restricted Cash— Highly liquid investments with a maturity of three months or less on their acquisition date are classified as cash and cash equivalents.

Short-term Investments

(e)

Aircraft Fuel, Spare Parts and Supplies

(f)	Aircraft Fuel, Spare Parts and Supplies—The Company accounts for aircraft fuel, spare parts and supplies at average cost and provides an obsolescence allowance for aircraft spare parts and supplies.

Property and Equipment

(g)


	Estimated Useful Life (in years)
Aircraft and related rotable parts		27 to 30
Buildings		25 to 45
Other property and equipment		4 to 15
Computer software		5
Building improvements		1 to 40

Maintenance and Repairs

(h)

Lease Fair Value Adjustments

(i)	Lease Fair Value Adjustments—Lease fair value adjustments, which arose from recording operating leases at fair value under fresh start accounting or the Merger, are amortized on a straight line basis over the related lease term.

Regional Capacity Purchase

(j)

Advertising

(k)	Advertising—Advertising costs, which are included in other operating expenses, are expensed as incurred. Advertising expenses for the three years ended December 31 were as follows (in millions):


	UAL		United		Continental Successor		Continental Predecessor
2012	$	154	$	83	$	71
2011		142		73		69
2010		90		67		23	$	74

Long-Lived Asset Impairments

(l)

(m)

Share-Based Compensation

(n)

Ticket Taxes

(o)	Ticket Taxes—Certain governmental taxes are imposed on the Company’s ticket sales through a fee included in ticket prices. The Company collects these fees and remits them to the appropriate government agency. These fees are recorded on a net basis (excluded from operating revenue).

Retirement of Leased Aircraft

(p)

Uncertain Income Tax Positions

(q)

Labor Costs

(r)

Third Party Business

(s)

Passenger Revenue Recognition

Revenue Recognition—Continental Predecessor recognized passenger revenue for ticket breakage when the ticket expired unused.

Frequent Flyer Accounting

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Description of New Accounting Pronouncement Changes in Revenue


	Year Ended December 31, 2011
	UAL		United		Continental
Operating revenue (including special revenue item)	$	600	$	395	$	205
Per basic share		1.82		NM		NM
Per diluted share		1.57		NM		NM

Schedule of Information Related to Amounts Recorded Related to Frequent Flyer Programs

The following table provides additional information related to the frequent flyer program at the UAL consolidated level (in millions):


Year Ended December 31,	Cash Proceeds from Miles Sold		Other Revenue Recognized Upon Award of Miles to Third-Party Customers (a)		Increase in Frequent Flyer Deferred Revenue for Miles Awarded (b)		Net Increase in Advanced Purchase of Miles (c)
2012	$	2,852	$	816	$	2,036	$	—
2011		3,121		566		2,357		198
2010		2,156		331		1,739		86

(a) This amount represents other revenue recognized during the period from the sale of miles to third parties, representing the marketing services component of the sale.
(b) This amount represents the increase to frequent flyer deferred revenue during the period.
(c) This amount represents the net increase in the advance purchase of miles obligation due to cash payments for the sale of miles in excess of miles awarded to customers.

Estimated Useful Lives of Property and Equipment

The estimated useful lives of property and equipment are as follows:


	Estimated Useful Life (in years)
Aircraft and related rotable parts		27 to 30
Buildings		25 to 45
Other property and equipment		4 to 15
Computer software		5
Building improvements		1 to 40

Advertising Expenses

Advertising expenses for the three years ended December 31 were as follows (in millions):


	UAL		United		Continental Successor		Continental Predecessor
2012	$	154	$	83	$	71
2011		142		73		69
2010		90		67		23	$	74

Tabular disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

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-Name Accounting Standards Codification
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Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

The following table presents information about the Company’s goodwill and other intangible assets at December 31 (in millions):


		2012				2011
UAL	Asset life (a)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Goodwill		$	4,523			$	4,523

Finite-lived intangible assets
Airport slots and gates		$	99	$	75	$	100	$	61
Hubs			145		52		145		44
Patents and tradenames			108		99		108		86
Frequent flyer database			1,177		447		1,177		381
Contracts			167		75		167		64
Other			109		44		109		34

Total		$	1,805	$	792	$	1,806	$	670

Indefinite-lived intangible assets
Airport slots and gates		$	981			$	1,011
Route authorities			1,606				1,606
Tradenames and logos			593				593
Alliances			404				404

Total		$	3,584			$	3,614


United		2012				2011
Finite-lived intangible assets
Airport slots and gates	9	$	72	$	59	$	72	$	52
Hubs	20		145		52		145		44
Patents	3		70		70		70		70
Frequent flyer database	21 (b)		521		327		521		296
Contracts	13		140		68		140		60
Other	7		12		12		13		12

Total		$	960	$	588	$	961	$	534

Indefinite-lived intangible assets
Airport slots		$	201			$	201
Route authorities			1,117				1,117
Tradenames			420				420
Alliances			118				118

Total		$	1,856			$	1,856


Continental		2012				2011
Goodwill		$	4,523			$	4,523

Finite-lived intangible assets
Airport slots	4	$	27	$	16	$	28	$	9
Frequent flyer database	23 (b)		656		120		656		85
Tradenames	3		38		29		38		16
Contracts	10		27		7		27		4
Other	27		97		32		96		22

Total		$	845	$	204	$	845	$	136

Indefinite-lived intangible assets
Airport slots		$	782			$	812
Route authorities			489				489
Alliances			286				286
Tradenames and logos			173				173

Total		$	1,730			$	1,760

(a) Weighted average life expressed in years. UAL is covered by the weighted average of each of its individual subsidiaries.

Actual and Expected Future Amortization Expense

The following table presents information related to the Company’s actual and expected future amortization expense (in millions):


Actual Amortization:	UAL		United		Continental Successor		Continental Predecessor
2012	$	121	$	55	$	66
2011		169		61		108
2010		96		65		31	$	11

Projected Amortization:
2013	$	142	$	52	$	90
2014		129		46		83
2015		106		37		69
2016		91		34		57
2017		81		32		49

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2012

Computation Of Earnings Per Share


	2012		2011		2010
Basic earnings (loss) per share:
Net income (loss)	$	(723)	$	840	$	253
Less: Income allocable to participating securities		—		(3)		(1)

Earnings (loss) available to common stockholders	$	(723)	$	837	$	252


Basic weighted-average shares outstanding		331		329		207

Earnings (loss) per share, basic	$	(2.18)	$	2.54	$	1.22


Diluted earnings (loss) per share:
Earnings (loss) available to common stockholders	$	(723)	$	837	$	252
Effect of UAL 6% senior convertible notes		—		18		18
Effect of Continental 4.5% convertible notes		—		9		2
Effect of Continental 5% convertible notes		—		—		1

Earnings (loss) available to common stockholders including the effect of dilutive securities	$	(723)	$	864	$	273


Basic weighted-average shares outstanding		331		329		207
Effect of UAL 6% senior convertible notes		—		40		40
Effect of Continental 4.5% convertible notes		—		12		3
Effect of employee stock options		—		2		2
Effect of Continental 5% convertible notes		—		—		1

Diluted weighted-average shares outstanding		331		383		253

Earnings (loss) per share, diluted	$	(2.18)	$	2.26	$	1.08


Potentially dilutive shares excluded from diluted per share amounts:
UAL 6% senior convertible notes		40		—		—
Continental 4.5% convertible notes		12		—		—
UAL 4.5% senior limited-subordination convertible notes		5		11		22
Stock options		4		5		9
Continental 6% convertible junior subordinated debentures		4		4		1
Restricted shares		1		1		—
UAL 5% senior convertible notes		—		—		3

		66		21		35

The adjustments to earnings (loss) available to common stockholders are net of the related effect of profit sharing and income taxes, where applicable.

Continental Predecessor


	Nine Months Ended September 30, 2010
Basic earnings per share:
Net income	$	441

Earnings available to common stockholders	$	441

Basic weighted-average shares outstanding		140

Earnings per share, basic	$	3.16


Diluted earnings per share:
Earnings available to common stockholders	$	441
Effect of 5% convertible notes		10
Effect of 6% convertible junior subordinated debentures		10
Effect of 4.5% convertible notes		7

Earnings available to common stockholders including the effect of dilutive securities	$	468


Basic weighted-average shares outstanding		140
Effect of 4.5% convertible notes		12
Effect of 5% convertible notes		9
Effect of 6% convertible junior subordinated debentures		4
Effect of employee stock options		2

Dilutive weighted-average shares outstanding		167

Earnings per share, diluted	$	2.81

Share-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Share-Based Compensation Plan Cost

The following table provides information related to UAL share-based compensation plan cost, for the years ended December 31 (in millions):


	2012		2011		2010
Compensation cost: (a), (b)
Restricted stock units	$	37	$	18	$	20
Restricted stock		13		12		6
Share-based awards converted to cash awards (c)		6		19		84
Stock options		1		5		7

Total	$	57	$	54	$	117

(c)	As described below, in connection with the Merger, certain awards were converted into fixed cash equivalents.

Schedule of Unearned Compensation and Weighted Average Remaining Period for Outstanding Share-Based Awards


	Unearned Compensation (a)		Weighted- Average Remaining Period (in years)
Restricted stock units	$	24		1.1
Restricted stock		7		1.4
Share-based awards converted to cash awards		1		0.2
Stock options		1		1.2

Total	$	33

(a) Compensation cost attributable to future service related to unvested awards remaining to be recognized by United and Continental consists of $18 million and $15 million, respectively.

Stock Option Activity

The table below summarizes UAL stock option activity for the years ended December 31, 2012, 2011 and 2010 (shares in thousands):


	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2010		6,406	$	22.42
Issued in exchange for Continental options		7,366		16.77
Exercised		(2,467)		8.13			$	42
Surrendered		(253)		28.77

Outstanding at December 31, 2010		11,052		21.70
Exercised		(2,449)		10.77				33
Surrendered		(1,657)		29.07

Outstanding at December 31, 2011		6,946		23.80
Exercised		(1,327)		12.42				14
Surrendered		(1,012)		30.50

Outstanding at December 31, 2012		4,607		25.60		2.9		20

Exercisable at December 31, 2012		4,358		25.76		2.9		20

Schedule of Additional Information for Options Granted

The following table provides additional information for Continental Predecessor options granted in 2010 which were valued at the Merger date:


Weighted-average fair value assumptions:	2010
Risk-free interest rate		0.1 - 1.8%
Dividend yield		—%
Expected market price volatility of UAL common stock		75%
Expected life of options (years)		0.1 - 6.3
Weighted-average fair value	$	11.52

Schedule Of Restricted Stock Unit and Restricted Stock Activity

The table below summarizes UAL’s RSU and restricted stock activity for the years ended December 31, 2012, 2011 and 2010 (shares in thousands):


	Restricted Stock Units		Weighted- Average Grant Price		Restricted Stock		Weighted- Average Grant Price
Non-vested at January 1, 2010		1,719	$	4.90		811	$	27.82
Assumed in Merger		—		—		20		23.66
Granted		1,395		22.20		212		24.55
Modified		(449)		21.63		449		21.63
Converted to fixed cash equivalent		(1,496)		—		(164)		—
Vested		(1,069)		22.41		(651)		31.47
Surrendered		(49)		10.55		(6)		11.03

Non-vested at December 31, 2010		51		22.85		671		17.20
Granted		3,655		19.89		536		23.87
Vested		(141)		18.13		(195)		22.26
Surrendered		(199)		19.90		(27)		23.95

Non-vested at December 31, 2011		3,366		19.98		985		23.33
Granted		1,986		22.20		545		24.01
Vested		(552)		21.21		(643)		23.05
Surrendered		(569)		22.19		(115)		24.01

Non-vested at December 31, 2012		4,231		22.22		772		23.94

Schedule of Additional Information for Options Granted

Stock Option Activity

The table below summarizes stock option transactions pursuant to Continental plans for Continental Predecessor activity for the nine months ended September 30, 2010 (shares in thousands):


	Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2010		8,114	$	16.08
Granted		654		23.83
Exercised		(1,652)		11.92			$	18
Surrendered		(92)		29.59

Outstanding at September 30, 2010		7,024		17.60		2.0		61

The following table provides additional information for options granted by Continental Predecessor in 2010.


Weighted-average fair value assumptions:	2010
Risk-free interest rate		1.4%
Dividend yield		—%
Expected market price volatility of Continental common stock		88%
Expected life of options (years)		3.8
Weighted-average fair value	$	14.55

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Components of Income Tax Expense (Benefit)

The significant components of the income tax expense (benefit) are as follows (in millions):


2012	UAL		United		Continental Successor		Continental Predecessor
Current	$	(14)	$	(8)	$	(1)
Deferred		13		17		(4)

	$	(1)	$	9	$	(5)


2011
Current	$	11	$	3	$	—
Deferred		(6)		—		(6)

	$	5	$	3	$	(6)



2010
Current	$	10	$	—	$	2	$	1
Deferred		(10)		(12)		(6)		—

	$	—	$	(12)	$	(4)	$	1

Income Tax Provision Differed from Amounts Computed at Statutory Federal Income Tax Rate

The income tax provision differed from amounts computed at the statutory federal income tax rate, as follows (in millions):


Year ended December 31, 2012	UAL		United		Continental Successor		Continental Predecessor
Income tax provision at statutory rate	$	(253)	$	(413)	$	183
State income taxes, net of federal income tax		(15)		(20)		13
Foreign income taxes		7		6		1
Nondeductible employee meals		12		7		5
Nondeductible interest expense		19		19		—
Derivative market adjustment		—		—		(15)
Nondeductible compensation		5		3		2
Valuation allowance		234		415		(192)
Other, net		(10)		(8)		(2)

	$	(1)	$	9	$	(5)

Year Ended December 31, 2011
Income tax provision at statutory rate	$	298	$	100	$	199
State income taxes, net of federal income tax		(19)		(25)		8
Nondeductible acquisition costs		(17)		(8)		(9)
Nondeductible employee meals		12		7		5
Nondeductible interest expense		13		13		—
Derivative market adjustment		—		—		10
Nondeductible compensation		9		5		5
Valuation allowance		(294)		(92)		(223)
Other, net		3		3		(1)

	$	5	$	3	$	(6)

Year Ended December 31, 2010
Income tax provision at statutory rate	$	87	$	135	$	(35)	$	155
State income taxes, net of federal income tax		24		24		1		8
Nondeductible acquisition costs		45		31		14		—
Nondeductible employee meals		8		7		1		3
Nondeductible interest expense		12		12		—		—
Change in tax law - Medicare Part D Subsidy		119		119		—		—
Nondeductible compensation		13		1		12		—
Goodwill credit		(22)		(22)		—		—
Valuation allowance		(290)		(322)		9		(166)
Tax benefit resulting from intraperiod tax allocation		—		—		(6)		—
Other, net		4		3		—		1

	$	—	$	(12)	$	(4)	$	1

Components of Deferred Tax Assets and Liabilities

Temporary differences and carryforwards that give rise to deferred tax assets and liabilities at December 31, 2012 and 2011 were as follows (in millions):


	UAL				United				Continental
	December 31,				December 31,				December 31,
	2012		2011		2012		2011		2012		2011
Deferred income tax asset (liability):
Federal and state net operating loss (“NOL”) carryforwards (a)	$	3,025	$	2,911	$	1,707	$	2,024	$	1,250	$	835
Frequent flyer deferred revenue (a)		2,425		2,386		1,931		1,487		495		903
Employee benefits, including pension, postretirement, medical and the Pension Benefit Guaranty Corporation (“PBGC”) notes (a)		2,488		1,897		1,648		1,275		843		703
Lease fair value adjustment		259		376		—		—		259		376
AMT credit carryforwards		251		268		246		263		5		5
Other assets (a)		947		1,251		343		560		539		581
Less: Valuation allowance		(4,603)		(4,137)		(3,068)		(2,614)		(1,435)		(1,434)

Total deferred tax assets	$	4,792	$	4,952	$	2,807	$	2,995	$	1,956	$	1,969


Depreciation, capitalized interest and other	$	(3,705)	$	(3,860)	$	(2,137)	$	(2,303)	$	(1,565)	$	(1,554)
Intangibles		(1,578)		(1,627)		(819)		(833)		(760)		(795)
Other liabilities		(509)		(453)		(227)		(218)		(179)		(173)

Total deferred tax liabilities	$	(5,792)	$	(5,940)	$	(3,183)	$	(3,354)	$	(2,504)	$	(2,522)

Net deferred tax liability	$	(1,000)	$	(988)	$	(376)	$	(359)	$	(548)	$	(553)

Reconciliation of Unrecognized Tax Benefits

The following is a reconciliation of the beginning and ending amount of unrecognized tax benefits related to UAL’s uncertain tax positions (in millions):


	2012		2011		2010
Balance at January 1,	$	24	$	32	$	16
Decrease in unrecognized tax benefits relating to settlements with taxing authorities		(12)		—		—
Increase (decrease) in unrecognized tax benefits as a result of tax positions taken during a prior period		8		(9)		—
Decrease in unrecognized tax benefits relating from a lapse of the statute of limitations		(1)		—		—
Increase due to Continental’s uncertain tax positions at the Merger closing date		—		—		6
Increase in unrecognized tax benefits as a result of tax positions taken during the current period		—		1		10

Balance at December 31,	$	19	$	24	$	32

Tabular disclosure of tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities (i.e., uncertain tax positions) and other types of income tax contingencies, including: (1) the policy on classification of interest and penalties; (2) a tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period; the total amount(s) of: (3) unrecognized tax benefits that, if recognized, would affect the effective tax rate, and (4) interest and penalties recognized in each of the income statement and balance sheet; (5) for positions for which it is reasonably possible that the total amounts unrecognized will significantly change within 12 months of the reporting date the: (i) nature of the uncertainty, (ii) nature of the event that could occur that would cause the change, and (iii) an estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made; and (6) a description of tax years that remain subject to examination by major tax jurisdictions.

Reconciliation of Change in Projected Benefit Obligation and Plan Assets

Pension and Other Postretirement Plans (Tables)

12 Months Ended

Dec. 31, 2012


Pension Benefits
	Year Ended December 31, 2012						Year Ended December 31, 2011

	UAL		United		Continental		UAL		United		Continental
Accumulated benefit obligation:	$	3,978	$	235	$	3,743	$	3,321	$	220	$	3,101


Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	3,708	$	259	$	3,449	$	3,322	$	256	$	3,066
Service cost		99		7		92		88		7		81
Interest cost		184		9		175		178		10		168
Actuarial (gain) loss		702		21		681		251		(2)		253
Gross benefits paid		(162)		(12)		(150)		(137)		(8)		(129)
Other		(5)		(1)		(4)		6		(4)		10

Projected benefit obligation at end of year	$	4,526	$	283	$	4,243	$	3,708	$	259	$	3,449


Change in plan assets:
Fair value of plan assets at beginning of year	$	1,868	$	195	$	1,673	$	1,871	$	183	$	1,688
Actual gain (loss) on plan assets		223		19		204		(47)		5		(52)
Employer contributions		228		16		212		194		24		170
Benefits paid		(162)		(12)		(150)		(137)		(8)		(129)
Other		—		3		(3)		(13)		(9)	$	(4)

Fair value of plan assets at end of year	$	2,157	$	221	$	1,936	$	1,868	$	195	$	1,673

Funded status—Net amount recognized	$	(2,369)	$	(62)	$	(2,307)	$	(1,840)	$	(64)	$	(1,776)


	Other Postretirement Benefits
	Year Ended December 31, 2012						Year Ended December 31, 2011
	UAL		United		Continental		UAL		United		Continental
Change in benefit obligation:
Benefit obligation at beginning of year	$	2,541	$	2,233	$	308	$	2,494	$	2,225	$	269
Service cost		50		35		15		47		34		13
Interest cost		124		109		15		127		113		14
Plan participants’ contributions		77		75		2		73		70		3
Pilots’ liability transfer		—		76		(76)		—		—		—
Actuarial (gain) loss		110		120		(10)		(2)		(25)		23
Federal subsidy		13		13		—		13		13		—
Plan amendments		22		22		—		3		3		—
Gross benefits paid		(194)		(180)		(14)		(214)		(200)		(14)

Benefit obligation at end of year	$	2,743	$	2,503	$	240	$	2,541	$	2,233	$	308

Change in plan assets:
Fair value of plan assets at beginning of year	$	58	$	58	$	—	$	58	$	58	$	—
Actual return on plan assets		1		1		—		1		1		—
Employer contributions		116		104		12		141		129		12
Plan participants’ contributions		77		75		2		72		70		2
Benefits paid		(194)		(180)		(14)		(214)		(200)		(14)

Fair value of plan assets at end of year	$	58	$	58	$	—	$	58	$	58	$	—

Funded status—Net amount recognized	$	(2,685)	$	(2,445)	$	(240)	$	(2,483)	$	(2,175)	$	(308)

Amounts Recognized in Consolidated Balance Sheet and Accumulated Other Comprehensive Income (Loss)


	Pension Benefits
	December 31, 2012						December 31, 2011
	UAL		United		Continental		UAL		United		Continental
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset	$	35	$	35	$	—	$	31	$	31	$	—
Current liability		(4)		—		(4)		(9)		(3)		(6)
Noncurrent liability		(2,400)		(97)		(2,303)		(1,862)		(92)		(1,770)

Total liability	$	(2,369)	$	(62)	$	(2,307)	$	(1,840)	$	(64)	$	(1,776)

Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	$	(826)	$	(22)	$	(804)	$	(231)	$	(10)	$	(221)
Prior service credit (cost)		2		15		(13)		3		18		(15)

Total accumulated other comprehensive income (loss)	$	(824)	$	(7)	$	(817)	$	(228)	$	8	$	(236)


	Other Postretirement Benefits
	December 31, 2012						December 31, 2011
	UAL		United		Continental		UAL		United		Continental
Amounts recognized in the consolidated balance sheets consist of:
Current liability	$	(71)	$	(61)	$	(10)	$	(76)	$	(60)	$	(16)
Noncurrent liability		(2,614)		(2,384)		(230)		(2,407)		(2,115)		(292)

Total liability	$	(2,685)	$	(2,445)	$	(240)	$	(2,483)	$	(2,175)	$	(308)

Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	$	(79)	$	(80)	$	1	$	33	$	46	$	(13)
Prior service cost		(24)		(24)		—		(2)		(2)		—

Total accumulated other comprehensive income (loss)	$	(103)	$	(104)	$	1	$	31	$	44	$	(13)

Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets

The following information relates to all pension plans with an accumulated benefit obligation and a projected benefit obligation in excess of plan assets at December 31 (in millions):


	UAL				United				Continental
	2012		2011		2012		2011		2012		2011
Projected benefit obligation	$	4,387	$	3,594	$	144	$	145	$	4,243	$	3,449
Accumulated benefit obligation		3,869		3,230		125		129		3,744		3,101
Fair value of plan assets		1,991		1,731		55		58		1,936		1,673

Components Of Net Periodic Benefit Cost

Net periodic benefit cost for the years ended December 31, included the following components (in millions):


	2012
	Pension Benefits						Other Postretirement Benefits
	UAL		United		Continental		UAL		United		Continental
Service cost	$	99	$	7	$	92	$	50	$	35	$	15
Interest cost		184		9		175		124		109		15
Expected return on plan assets		(138)		(11)		(127)		(2)		(2)		—
Amortization of prior service cost (credit)		(1)		(2)		1		—		—		—
Settlement (gain) loss		1		—		1		—		—		—
Amortization of unrecognized actuarial (gain) loss		21		1		20		(3)		(4)		1

Net periodic benefit cost	$	166	$	4	$	162	$	169	$	138	$	31


	2011
	Pension Benefits						Other Postretirement Benefits
	UAL		United		Continental		UAL		United		Continental
Service cost	$	88	$	7	$	81	$	47	$	34	$	13
Interest cost		178		10		168		127		113		14
Expected return on plan assets		(140)		(11)		(129)		(2)		(2)		—
Amortization of prior service cost (credit)		(2)		(2)		—		—		—		—
Settlement (gain) loss		1		1		—		—		—		—
Amortization of unrecognized actuarial (gain) loss		(20)		1		(21)		(2)		(1)		(1)

Net periodic benefit cost	$	105	$	6	$	99	$	170	$	144	$	26


	2010
	Pension Benefits								Other Postretirement Benefits
	UAL		United		Continental Successor		Continental Predecessor		UAL		United		Continental Successor		Continental Predecessor
Service cost	$	27	$	6	$	21	$	50	$	33	$	30	$	3	$	7
Interest cost		51		9		42		119		120		116		4		10
Expected return on plan assets		(39)		(9)		(30)		(82)		(2)		(2)		—		—
Curtailment gain		(7)		—		(7)		—		—		—		—		—
Amortization of prior service cost (credit)		(2)		(2)		—		7		—		—		—		16
Special termination benefits		4		—		4		—		—		—		—		—
Amortization of unrecognized actuarial (gain) loss		1		1		—		65		(12)		(12)		—		(3)

Net periodic benefit cost	$	35	$	5	$	30	$	159	$	139	$	132	$	7	$	30

Amortized Accumulated Other Comprehensive Income Into Net Periodic Benefit Cost

The estimated amounts that will be amortized in 2013 for actuarial losses are as follows (in millions):


	Pension Benefits						Other Postretirement Benefits
	UAL		United		Continental		UAL		United		Continental
Actuarial loss to be reclassified from accumulated other comprehensive income into net periodic benefit cost	$	73	$	2	$	71	$	7	$	7	$	—

Weighted Average Assumption Used for Benefit Plans

The weighted-average assumptions used for the benefit plans were as follows:


		Pension Benefits
	United			Continental
Weighted-average assumptions used to determine benefit obligations		2012	2011		2012	2011
Discount rate		3.25%	3.34%		4.25%	5.13%
Rate of compensation increase		3.28%	3.11%		2.44%	2.44%

Weighted-average assumptions used to determine net expense
Discount rate		3.40%	3.67%		5.13%	5.52%
Expected return on plan assets		5.65%	5.82%		7.75%	7.75%
Rate of compensation increase		3.15%	3.32%		2.44%	2.44%


	Other Postretirement Benefits
	United				Continental
Weighted-average assumptions used to determine benefit obligations	2012		2011		2012		2011
Discount rate		4.13%		4.93%		3.97%		4.78%
Weighted-average assumptions used to determine net expense
Discount rate		4.93%		5.15%		4.78%		4.97%
Expected return on plan assets		4.00%		4.00%		N/A		N/A
Health care cost trend rate assumed for next year		6.75%		7.00%		6.75%		7.00%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2020)		5.00%		5.00%		5.00%		5.00%

Allocation of Plan Asset

Continental’s plan assets are allocated within the following guidelines:


	Percent of Total	Expected Long-Term Rate of Return

Equity securities	38-54 %	9.5 %
Fixed-income securities	27-33	6.0
Alternatives	17-23	7.3
Other	2-6	3.8

Effect of One-Percentage-Point Change in Assumed Health Care Trend Rate

A 1% change in the assumed health care trend rate for the Company would have the following additional effects (in millions):


	UAL				United				Continental
	1% Increase		1% Decrease		1% Increase		1% Decrease		1% Increase		1% Decrease
Effect on total service and interest cost for the year ended December 31, 2012	$	22	$	(18)	$	17	$	(14)	$	5	$	(4)
Effect on postretirement benefit obligation at December 31, 2012		338		(280)		296		(247)		42		(33)

Pension and Other Postretirement Plan Assets

The following tables present information about the Company’s pension and other postretirement plan assets at December 31 (in millions):


	UAL - 2012								UAL - 2011
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	1,034	$	383	$	651	$	—	$	872	$	355	$	517	$	—
Fixed-income securities		611		—		609		2		530		—		530		—
Alternatives		394		—		234		160		344		—		195		149
Insurance contract		36		—		—		36		42		—		—		42
Other investments		82		—		82		—		80		—		80		—

Total	$	2,157	$	383	$	1,576	$	198	$	1,868	$	355	$	1,322	$	191

Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58


	United - 2012								United - 2011
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	125	$	—	$	125	$	—	$	102	$	—	$	102	$	—
Fixed-income securities		56		—		56		—		47		—		47		—
Insurance contract		36		—		—		36		42		—		—		42
Other investments		4		—		4		—		4		—		4		—

Total	$	221	$	—	$	185	$	36	$	195	$	—	$	153	$	42

Other Postretirement Benefit Plan Assets:
Deposit administration fund	$	58	$	—	$	—	$	58	$	58	$	—	$	—	$	58


	Continental - 2012								Continental - 2011
Pension Plan Assets:	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Equity securities funds	$	909	$	383	$	526	$	—	$	770	$	355	$	415	$	—
Fixed-income securities		555		—		553		2		483		—		483		—
Alternatives		394		—		234		160		344		—		195		149
Other investments		78		—		78		—		76		—		76		—

Total	$	1,936	$	383	$	1,391	$	162	$	1,673	$	355	$	1,169	$	149

Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs (Level Three)

The reconciliation of our defined benefit plan assets measured at fair value using unobservable inputs (Level 3) for the years ended December 31, 2012 and 2011 is as follows (in millions):


	2012						2011
	UAL		United		Continental		UAL		United		Continental
Balance at beginning of year	$	249	$	100	$	149	$	250	$	100	$	150
Actual return on plan assets:
Unrealized gains (losses) relating to assets still held at year end		(47)		2		(49)		6		3		3
Purchases, sales, issuances and settlements (net)		54		(8)		62		(7)		(3)		(4)

Balance at end of year	$	256	$	94	$	162	$	249	$	100	$	149

Expected Employer Contributions to Pension And Postretirement Plans

Expected 2013 employer contributions to all of the Company’s pension and postretirement plans are as follows (in millions):


	Pension		Other Postretirement Benefits
UAL	$	217	$	134
United		17		124
Continental		200		10

Estimated Future Benefit Payments


	Pension		Other Postretirement		Other Postretirement— subsidy receipts
UAL
2013	$	312	$	136	$	7
2014		317		143		8
2015		321		150		9
2016		320		159		10
2017		317		166		11
Years 2018 – 2022		1,579		964		61
United
2013	$	11	$	126	$	7
2014		11		131		8
2015		9		137		9
2016		10		144		10
2017		11		150		11
Years 2018 – 2022		67		865		61

Continental
2013	$	301	$	10	$	—
2014		306		12		—
2015		312		13		—
2016		310		15		—
2017		306		16		—
Years 2018 – 2022		1,512		99		—

Schedule of Defined Contribution

The Company’s contributions to its defined contribution plans for the years ended December 31 were as follows (in millions):


	UAL (a)		United (a)		Continental Successor		Continental Predecessor
2012	$	366	$	254	$	112
2011		325		230		95
2010		254		231		23	$	74

Multi-Employer Plans


Pension Fund		IAM National Pension Fund
EIN/ Pension Plan Number		51-6031295 - 002
Pension Protection Act Zone Status (2012 and 2011)*		Green Zone
FIP/RP Status Pending/Implemented		No
United’s Contributions		$36 million and $34 million in the years ended December 31, 2012 and 2011, respectively
Surcharge Imposed		No
Expiration Date of Collective Bargaining Agreement		N/A

* Plans in the green zone are at least 80 percent funded.

Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Operating Revenue by Principle Geographic Region

The Company’s operating revenue by principal geographic region (as defined by the U.S. Department of Transportation) for the years ended December 31 is presented in the table below (in millions):


2012	UAL		United		Continental Successor		Continental Predecessor
Domestic (U.S. and Canada)	$	21,276	$	12,350	$	9,710
Pacific		6,040		4,327		1,713
Atlantic		6,582		3,359		3,223
Latin America		3,254		925		2,329

Total	$	37,152	$	20,961	$	16,975

2011
Domestic (U.S. and Canada)	$	21,922	$	13,048	$	9,094
Pacific		5,404		3,845		1,559
Atlantic		6,675		3,483		3,192
Latin America		3,109		779		2,330

Total	$	37,110	$	21,155	$	16,175

2010
Domestic (U.S. and Canada)	$	14,382	$	12,407	$	1,991	$	5,870
Pacific		3,971		3,600		371		1,080
Atlantic		3,912		3,212		700		2,299
Latin America		1,060		559		501		1,539

Total	$	23,325	$	19,778	$	3,563	$	10,788

Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2012

Components of Accumulated Other Comprehensive Income (loss), Net of Tax

The tables below present the components of the Company’s accumulated other comprehensive income (loss) (“AOCI”), net of tax (in millions):


UAL	Pension and Other Postretirement Unrecognized Actuarial Gains (Losses) and Prior Service Cost		Unrealized Gain (Loss) on Derivatives and Other Financial Instruments		Total
Balance at December 31, 2009	$	57	$	(22)	$	35
Derivative financial instruments:
Reclassification of losses into earnings		—		68		68
Change in fair value of derivatives		—		168		168
Change in fair value of other financial instruments		—		21		21
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(12)		—		(12)
Current year actuarial gains		107		—		107

Balance at December 31, 2010		152		235		387
Derivative financial instruments:
Reclassification of gains into earnings		—		(503)		(503)
Change in fair value of derivatives		—		163		163
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(24)		—		(24)
Current year actuarial losses		(440)		—		(440)

Balance at December 31, 2011		(312)		(105)		(417)
Derivative financial instruments:
Reclassification of losses into earnings		—		141		141
Change in fair value of derivatives		—		(51)		(51)
Change in fair value of other financial instruments		—		11		11
Employee benefit plans:
Reclassification of unrecognized net actuarial losses into earnings		17		—		17
Current year actuarial losses		(747)		—		(747)

Balance at December 31, 2012	$	(1,042)	$	(4)	$	(1,046)


United	Pension and Other Postretirement Unrecognized Actuarial Gains (Losses) and Prior Service Cost		Unrealized Gain (Loss) on Derivative Instruments and Other Financial Instruments		Total
Balance at December 31, 2009	$	57	$	(22)	$	35
Derivative financial instruments:
Reclassification of losses into earnings		—		84		84
Change in fair value of derivatives		—		101		101
Change in fair value of other financial instruments		—		19		19
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(12)		—		(12)
Current year actuarial losses		(136)		—		(136)

Balance at December 31, 2010		(91)		182		91
Derivative financial instruments:
Reclassification of gains into earnings		—		(417)		(417)
Change in fair value of derivatives		—		172		172
Change in fair value of other financial instruments		—		(3)		(3)
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(2)		—		(2)
Current year actuarial gains		31		—		31

Balance at December 31, 2011		(62)		(66)		(128)
Derivative financial instruments:
Reclassification of losses into earnings		—		76		76
Change in fair value of derivatives		—		(23)		(23)
Change in fair value of other financial instruments		—		7		7
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(5)		—		(5)
Current year actuarial losses		(159)		—		(159)

Balance at December 31, 2012	$	(226)	$	(6)	$	(232)


Continental - Predecessor Company	Pension and Other Postretirement Unrecognized Actuarial Gains (Losses) and Prior Service Cost		Unrealized Gain (Loss) on Derivatives and Other Financial Instruments		Income Tax Benefit (Expense)		Total
Balance at December 31, 2009	$	(1,275)	$	12	$	78	$	(1,185)
Derivative financial instruments:
Reclassification of losses into earnings		—		24		—		24
Change in fair value of derivatives		—		(13)		—		(13)
Employee benefit plans:
Reclassification of unrecognized net actuarial loss into earnings		62		—		—		62
Reclassification of prior service cost into earnings		23		—		—		23
Current year actuarial losses		(3)		—		—		(3)

Balance at September 30, 2010	$	(1,193)	$	23	$	78	$	(1,092)

Continental—Successor Company

Elimination of accumulated other comprehensive income in connection with the Merger	$	1,193	$	(23)	$	(78)	$	1,092

Balance at October 1, 2010		—		—		—		—

Derivative financial instruments:
Reclassification of gains into earnings		—		(16)		—		(16)
Change in fair value of derivatives		—		67		—		67
Change in fair value of other financial instruments		—		2		—		2
Current year actuarial gains		243		—		—		243
Income tax expense on other comprehensive income (a)		—		—		(6)		(6)

Balance at December 31, 2010		243		53		(6)		290

Derivative financial instruments:
Reclassification of gains into earnings		—		(86)		—		(86)
Change in fair value of derivatives		—		(9)		—		(9)
Change in fair value of other financial instruments		—		1		—		1
Employee benefit plans:
Reclassification of unrecognized net actuarial gains into earnings		(22)		—		—		(22	)
Current year actuarial losses		(471)		—		—		(471	)

Balance at December 31, 2011		(250)		(41)		(6)		(297)

Derivative financial instruments:
Reclassification of losses into earnings		—		65		—		65
Change in fair value of derivatives		—		(28)		—		(28)
Change in fair value of other financial instruments		—		5		—		5
Employee benefit plans:
Reclassification of unrecognized net actuarial losses into earnings		22		—		—		22
Current year actuarial losses		(588)		—		—		(588)

Balance at December 31, 2012	$	(816)	$	1	$	(6)	$	(821)

(a) Taxes on other comprehensive income did not impact Continental’s net deferred tax position due to an offsetting tax benefit on the loss from continuing operations as described in Note 8.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis


	2012								2011
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	UAL
Cash and cash equivalents	$	4,770	$	4,770	$	—	$	—	$	6,246	$	6,246	$	—	$	—
Short-term investments:
Asset-backed securities		715		—		715		—		478		—		478		—
Corporate debt		537		—		537		—		515		—		515		—
Certificates of deposit placed through an account registry service (“CDARS”)		367		—		367		—		355		—		355		—
Auction rate securities		116		—		—		116		113		—		—		113
U.S. government and agency notes		12		—		12		—		22		—		22		—
Other fixed income securities		26		—		26		—		33		—		33		—
Enhanced equipment trust certificates (“EETC”)		63		—		—		63		60		—		—		60
Fuel derivatives, net		46		—		46		—		73		—		73		—
Foreign currency derivatives		—		—		—		—		(1)		—		(1)		—
Restricted cash		447		447		—		—		569		569		—		—

	United
Cash and cash equivalents	$	2,766	$	2,766	$	—	$	—	$	3,458	$	3,458	$	—	$	—
Short-term investments:
Asset-backed securities		16		—		16		—		29		—		29		—
Corporate debt		139		—		139		—		138		—		138		—
CDARS		139		—		139		—		87		—		87		—
U.S. government and agency notes		8		—		8		—		5		—		5		—
Other fixed income securities		24		—		24		—		16		—		16		—
EETC		63		—		—		63		60		—		—		60
Fuel derivatives, net		28		—		28		—		44		—		44		—
Restricted cash		337		337		—		—		433		433		—		—


	2012								2011
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	Continental
Cash and cash equivalents	$	1,999	$	1,999	$	—	$	—	$	2,782	$	2,782	$	—	$	—
Short-term investments:
Asset-backed securities		699		—		699		—		449		—		449		—
Corporate debt		398		—		398		—		377		—		377		—
CDARS		228		—		228		—		268		—		268		—
Auction rate securities		116		—		—		116		113		—		—		113
U.S. government and agency notes		4		—		4		—		17		—		17		—
Other fixed income securities		2		—		2		—		17		—		17		—
Fuel derivatives, net		18		—		18		—		29		—		29		—
Foreign currency derivatives		—		—		—		—		(1)		—		(1)		—
Restricted cash		110		110		—		—		135		135		—		—
Convertible debt derivative asset		268		—		—		268		193		—		—		193
Convertible debt option liability		(128)		—		—		(128)		(95)		—		—		(95)

Activity for "Level Three" Financial Assets and Financial Liabilities

The tables below present disclosures about the activity for “Level 3” financial assets and financial liabilities for the year ended December 31 (in millions):


	2012				2011
UAL (a)	Auction Rate Securities		EETC		Auction Rate Securities		EETC
Balance at January 1	$	113	$	60	$	119	$	66
Settlements		—		(5)		(10)		(4)
Gains reported in earnings		1		—		3		—
Reported in other comprehensive income (loss)		2		8		1		(2)

Balance at December 31	$	116	$	63	$	113	$	60

(a) For 2012 and 2011, United’s only Level 3 recurring measurements are the above EETC securities.


	2012						2011
Continental	Student Loan-Related Auction Rate Securities		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability		Student Loan-Related Auction Rate Securities		Convertible Debt Supplemental Derivative Asset		Convertible Debt Conversion Option Liability

Balance at January 1	$	113	$	193	$	(95)	$	119	$	286	$	(164)
Purchases, sales, issuances and settlements (net)		—		—		—		(10)		—		—
Gains and (losses):
Reported in earnings:
Realized		—		—		—		1		—		—
Unrealized		1		75		(33)		2		(93)		69
Reported in other comprehensive income		2		—		—		1		—		—

Balance at December 31	$	116	$	268	$	(128)	$	113	$	193	$	(95)

Carrying Values and Estimated Fair Values of Financial Instruments

The table below presents the carrying values and estimated fair values of financial instruments not presented in the tables above for the years ended December 31 (in millions):


	Fair Value of Debt by Fair Value Hierarchy Level
	2012										2011
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
			Total		Level 1		Level 2		Level 3				Total		Level 1		Level 2		Level 3
UAL debt	$	12,252	$	13,419	$	—	$	8,045	$	5,374	$	11,682	$	11,992	$	—	$	859	$	11,133
United debt		5,375		5,595		—		2,272		3,323		5,745		5,630		—		—		5,630
Continental debt		6,475		6,865		—		4,814		2,051		5,528		5,503		—		—		5,503

Quantitative Information about Level 3 Fair Value Measurements


Quantitative Information About Level 3 Fair Value Measurements as of December 31, 2012 ($ in millions)
Item	Fair Value at December 31, 2012			Valuation Technique	Unobservable Input	Range (Weighted Average)
Auction rate securities	$	116		Discounted Cash Flows	Credit risk premium (a)	1%
					Illiquidity premium (b)	5%
					Expected repayments (c)	Assumed repayment in years 2013 through 2036
EETC		63		Discounted Cash Flows	Structure credit risk (d)	6% - 7% (6%)
Convertible debt derivative asset		268		Binomial Lattice Model	Expected volatility (e) Own credit risk (f)	45% - 60% (48%) 7% - 9% (8%)
Convertible debt option liability		(128	)	Binomial Lattice Model	Expected volatility (e) Own credit risk (f)	45% - 60% (49%) 7% - 9% (8%)

(a) Represents the credit risk premium component of the discount rate that the Company has determined market participants would use in pricing the investments.

(b) Represents the illiquidity premium component of the discount rate that the Company has determined market participants would use in pricing the investments.

(d) Represents the credit risk premium of the EETC structure above the risk-free rate that the Company has determined market participants would use in pricing the instruments.

(e) Represents the range in volatility estimates that the Company has determined market participants would use when pricing the instruments.

(f) Represents the range of Company-specific risk adjustments that the Company has determined market participants would use as a model input.

Fair Value Assets Measured On Nonrecurring Basis

The table below presents fair value measurements of nonfinancial assets at UAL and Continental that were performed during the years ended December 31 (in millions):


	2012				2011
	Fair Value		Loss		Fair Value		Loss
Airport slots	$	102	$	30	$	8	$	4

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13476-108611

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13467-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6447952&loc=d3e13220-108610

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 19
-Subparagraph a, b, c(1), d(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 14
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15
-Subparagraph b-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 18
-Subparagraph c(2), d, e, f
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32
-Subparagraph a, c(1), c(2), c(3), d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Description of Derivative Instruments

Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2012

At December 31, the Company’s derivatives were reported in its consolidated balance sheets as follows (in millions):


		2012						2011

Classification	Balance Sheet Location	UAL		United		Continental		UAL		United		Continental
Derivatives designated as cash flow hedges
Assets:
Fuel contracts due within one year	Receivables	$	7	$	5	$	2	$	77	$	48	$	29

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	2	$	1	$	1	$	4	$	4	$	—

Derivatives not designated as hedges
Assets:
Fuel contracts due within one year	Receivables	$	44	$	26	$	18	$	—	$	—	$	—

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	2	$	1	$	1	$	—	$	—	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		1		1		—		—		—		—

Total liabilities		$	3	$	2	$	1	$	—	$	—	$	—

Total derivatives
Assets:
Fuel contracts due within one year	Receivables	$	51	$	31	$	20	$	77	$	48	$	29

Liabilities:
Fuel contracts due within one year	Current liabilities: Other	$	4	$	2	$	2	$	4	$	4	$	—
Fuel contracts with maturities greater than one year	Other liabilities and deferred credits: Other		1		1		—		—		—		—

Total liabilities		$	5	$	3	$	2	$	4	$	4	$	—

Schedule of Gains (Losses) on Derivative Instruments

The following tables present the fuel hedge gains (losses) recognized during the periods presented and their classification in the financial statements (in millions):


Fuel derivatives designated as cash flow hedges	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)				Gain (Loss) Reclassified from AOCI into Income (Fuel Expense) (Effective Portion)				Amount of Loss Recognized in Nonoperating Expense (Ineffective Portion)
	2012		2011		2012		2011		2012		2011
UAL	$	(51)	$	163	$	(141)	$	503	$	(1)	$	(59)
United		(23)		172		(76)		417		—		(21)
Continental		(28)		(9)		(65)		86		(1)		(38)


Fuel derivatives not designated as cash flow hedges	Aircraft Fuel						Nonoperating Income (Expense)						Total Gain (Loss)
	2012		2011		2010		2012		2011		2010		2012		2011		2010

UAL	$	—	$	—	$	(35)	$	38	$	—	$	—	$	38	$	—	$	(35)
United		—		—		(35)		22		—		—		22		—		(35)
Continental		—		—		—		16		—		—		16		—		—

Schedule of Derivative Credit Risk and Fair Value

The following table presents information related to the Company’s derivative credit risk as of December 31 (in millions):


	2012						2011
	UAL		United		Continental		UAL		United		Continental
Net derivative assets with counterparties	$	46	$	28	$	18	$	73	$	44	$	29
Collateral held by the Company (a)		—		—		—		—		—		—

Potential loss related to the failure of the Company’s counterparties to perform	$	46	$	28	$	18	$	73	$	44	$	29

(a) Classified as an other current liability.

Tabular disclosure of the location and amount of gains and losses reported in the statement of financial performance, or when applicable, the statement of financial position. For example, (a) gains and losses recognized in the income statement on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges and (b) gains and losses initially recognized in other comprehensive income on derivative instruments designated and qualifying as cash flow hedges.

Contractual Principal Payments

Debt (Tables)

12 Months Ended

Dec. 31, 2012

Debt


(In millions)	At December 31,
	2012		2011
United:
Secured
Notes payable, fixed interest rates of 6.64% to 12.00% (weighted average rate of 9.20% as of December 31, 2012), payable through 2022	$	1,773	$	1,995
Amended credit facility, LIBOR plus 2.0%, due 2014		1,201		1,219
Notes payable, floating interest rates of LIBOR plus 0.20% to 5.46%, payable through 2019		706		985
9.875% senior secured notes and 12% second lien due 2013		600		650
12.75% senior secured notes due 2012		—		172
Unsecured
4.5% senior limited subordination convertible notes due 2021		156		156
6% notes due 2026 to 2028		652		—
6% senior notes due 2031		—		652
8% senior notes due 2024		400		—
8% senior notes due 2026		—		125
Other		60		66

		5,548		6,020

Less: unamortized debt discount		(173)		(275)
Less: current portion of long-term debt—United		(1,090)		(615)

Long-term debt, net—United	$	4,285	$	5,130



Continental:
Secured
Notes payable, fixed interest rates of 4.00% to 9.25% (weighted average rate of 6.05% as of December 31, 2012), payable through 2024	$	4,170	$	3,093
Notes payable, floating interest rates of LIBOR plus 0.35% to 5.0%, payable through 2022		962		1,171
6.75% senior secured notes due 2015		800		800
Unsecured
6% convertible junior subordinated debentures due 2030		248		248
4.5% convertible notes due 2015		230		230
Other		101		—

		6,511		5,542

Less: unamortized debt premium		21		50
Less: current maturities		(722)		(571)

Long-term debt, net—Continental (a)	$	5,810	$	5,021


UAL:
6% senior convertible notes due 2029	$	345	$	345

Long-term debt, net—UAL	$	10,440	$	10,496

The table below presents the Company’s contractual principal payments at December 31, 2012 under then-outstanding long-term debt agreements in each of the next five calendar years (in millions):


	UAL		United		Continental
2013	$	1,812	$	1,090	$	722
2014		2,120		1,653		467
2015		2,023		395		1,628
2016		985		431		554
2017		545		284		261
After 2017		4,919		1,695		2,879

	$	12,404	$	5,548	$	6,511

Summary of Collateral Covenants and Cross Default Provisions

The Company’s debt and associated collateral and cross default provisions are summarized in the tables below:

Summary of Collateral, Covenants and Cross Default Provisions


Debt Instrument		Collateral, Covenants and Cross Default Provisions
Revolving Credit Facility		Secured by take-off and landing slots of United and Continental at Newark Liberty, LaGuardia and Washington Reagan and certain of their other assets. The facility requires the Company to maintain at least $3.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility and to maintain a minimum ratio of appraised value of collateral to the outstanding obligations under the Revolving Credit Facility of 1.67 to 1.0 at all times. The facility contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of UAL, United and Continental.
Amended Credit Facility		Secured by certain of United’s international route authorities, international slots and related gate interests and associated rights. The international routes include the Pacific (including China and Hong Kong, but excluding Japan) and London Heathrow routes. The Amended Credit Facility contains covenants, that among other things, restrict the ability of United and the guarantors under the facility to sell assets, incur additional indebtedness, make investments, pay dividends on or repurchase stock, or merge with other companies. UAL and United must also maintain a specified minimum 1.5 to 1.0 ratio of EBITDAR to the sum of the following fixed charges for all applicable periods: (a) cash interest expense and (b) cash aircraft operating rental expense. The Amended Credit Facility also requires compliance with the following financial covenants: (i) a minimum unrestricted cash balance of $1.0 billion at all times, and (ii) a minimum collateral ratio. The facility contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of UAL and the guarantors under the facility.
New PBGC Notes		The amended and restated indenture for these notes, which are unsecured, contains covenants that, among other things, restrict the ability of UAL and its subsidiaries to incur additional indebtedness and pay dividends on or repurchase stock. These covenants cease to be in effect when the indenture covering the Senior Notes is discharged. However, if UAL at that time or thereafter has a series of public debt securities with a principal amount of $300 million or more that has the benefit of covenants that are substantially similar to those contained in the indenture for the New PBGC Notes, then subject to certain conditions and upon written request of the PBGC to UAL, UAL and United will use commercially reasonable efforts to amend the indenture for the New PBGC Notes to include such covenants.
Continental EETCs Secured by Spare Parts Inventory		Continental has a collateral maintenance agreement requiring it, among other things, to maintain a loan-to-collateral value ratio of not greater than 45% with respect to the senior series of equipment notes and a loan-to-collateral value ratio of not greater than 75% with respect to both series of notes combined. Continental must also maintain a certain level of rotable components within the spare parts collateral pool.
Continental Senior Notes		Secured by certain of Continental’s U.S.-Asia and U.S.-London Heathrow routes and related assets, all of the outstanding common stock and other assets of the guarantor subsidiaries and substantially all of the other assets of the guarantors, including route authorities and related assets. The indenture for the Senior Notes includes covenants that, among other things, restrict Continental’s ability to sell assets, incur additional indebtedness, issue preferred stock, make investments or pay dividends. In addition, if Continental fails to maintain a collateral coverage ratio of 1.5 to 1.0, Continental must pay additional interest on notes at the rate of 2% per annum until the collateral coverage ratio equals at least 1.5 to 1.0. The indenture for the Senior Notes also includes events of default customary for similar financings and a cross default provision if Continental fails to make payment when due with respect to certain obligations regarding frequent flyer miles purchased by Chase under the Company’s Co-Brand Agreement.

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

Future Minimum Lease Payments for Capital and Operating Leases

Leases and Capacity Purchase Agreements (Tables)

12 Months Ended

Dec. 31, 2012


	UAL (b)		United		Continental
Aircraft Operating Leases
2013	$	1,543	$	647	$	905
2014		1,466		595		878
2015		1,198		417		783
2016		960		246		714
2017		861		179		682
After 2017		1,491		213		1,278

	$	7,519	$	2,297	$	5,240


Facility and Other Operating Leases
2013	$	1,108	$	713	$	395
2014		955		586		369
2015		816		460		356
2016		744		418		326
2017		696		411		285
After 2017		5,376		1,926		3,450

	$	9,695	$	4,514	$	5,181


Capital Leases (a)
2013	$	214	$	197	$	17
2014		197		182		15
2015		177		162		15
2016		164		149		15
2017		120		109		11
After 2017		582		238		344

Minimum lease payments	$	1,454	$	1,037	$	417

Imputed interest		(540)		(300)		(240)

Present value of minimum lease payments		914		737		177
Current portion		(122)		(119)		(3)

Long-term obligations under capital leases	$	792	$	618	$	174

(a)

(b)

Nonaircraft Rent Expense

The table below summarizes the Company’s nonaircraft rent expense for the years ended December 31 (in millions):


	UAL		United		Continental Successor		Continental Predecessor
2012	$	1,278	$	654	$	624
2011		1,265		666		599
2010		839		685		154	$	452

Schedule of Lease Valuation Adjustments

The lease valuation adjustments are classified within other noncurrent assets and other noncurrent liabilities, respectively, and are as follows as of December 31, (in millions):


	UAL		United		Continental
Net deferred asset balance at December 31, 2010	$	108	$	108	$	—
Less: amortization for the year ended December 31, 2011		(14)		(14)		—

Net deferred asset balance at December 31, 2011		94		94		—
Less: amortization for the year ended December 31, 2012		(12)		(12)		—

Net deferred asset balance at December 31, 2012	$	82	$	82	$	—


Net deferred liability balance at December 31, 2010	$	(1,374)	$	—	$	(1,374)
Less: accretion for the year ended December 31, 2011		241		—		241

Net deferred liability balance at December 31, 2011		(1,133)		—		(1,133)
Less: accretion for the year ended December 31, 2012		252		—		252

Net deferred liability balance at December 31, 2012	$	(881)	$	—	$	(881)

Future Lease Payment Under Terms of Capacity Purchase Agreement

These amounts exclude variable pass-through costs such as fuel and landing fees, among others.


	UAL		United		Continental
2013	$	1,801	$	931	$	870
2014		1,604		781		823
2015		1,422		691		731
2016		1,187		481		706
2017		1,159		472		687
After 2017		2,376		947		1,429

	$	9,549	$	4,303	$	5,246

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Acquisition of Aircrafts and Related Spare Engines

The table below summarizes the Company’s commitments as of December 31, 2012, which primarily relate to the acquisition of aircraft and related spare engines, aircraft improvements and include other commitments primarily to acquire information technology services and assets (in billions):


	UAL		United		Continental
2013	$	1.8	$	0.8	$	1.0
2014		1.5		0.7		0.8
2015		2.0		0.9		1.1
2016		3.0		2.0		1.0
2017		2.5		2.4		0.1
After 2017		7.1		4.8		2.3

	$	17.9	$	11.6	$	6.3

Statement of Consolidated Cash Flows-Supplemental Disclosures (Tables)

12 Months Ended

Dec. 31, 2012

Supplemental Disclosures of Cash Flow Information and Non-Cash Investing and Financing Activities

Supplemental disclosures of cash flow information and non-cash investing and financing activities for the years ended December 31, are as follows (in millions):


2012	UAL		United		Continental Successor		Continental Predecessor
Cash paid during the period for:
Interest (net of amounts capitalized)	$	766	$	426	$	340
Income taxes		2		3		1
Non-cash transactions:
Transfer of OnePass frequent flyer liability and advanced purchase of miles from Continental	$	—	$	2,387	$	(2,387)
Property and equipment acquired through issuance of debt		544		—		544
8% Contingent Senior Unsecured Notes and 6% Senior Notes, net of discount		357		357		—
Special facility payment financing		101		—		101
Airport construction financing		50		—		50

2011
Cash paid during the period for:
Interest (net of amounts capitalized)	$	855	$	495	$	360
Income taxes		10		2		—
Non-cash transactions:
Property and equipment acquired through issuance of debt	$	130	$	—	$	130
8% Contingent Senior Unsecured Notes, net of discount		88		88		—
Interest paid in kind on UAL 6% Senior Notes		37		37		—

2010
Cash paid (refunded) during the period for:
Interest (net of amounts capitalized)	$	600	$	489	$	111	$	210
Income taxes		(16)		(16)		—		1
Non-cash transactions:
Redemption of Continental’s 5% Convertible Notes with UAL common stock	$	175	$	—	$	175	$	—
Property and equipment acquired through issuance of debt and capital leases		98		—		98		465
Restricted cash collateral returned on derivative contracts		(45)		(45)		—		—
Interest paid in kind on UAL 6% Senior Notes		35		35		—		—

Merger and Integration-Related Costs and Special Items (Tables)

12 Months Ended

Dec. 31, 2012

One-Time Adjustment to Decrease Frequent Flyer Deferred Revenue and Increase Special Revenue

This modification resulted in the following one-time adjustment to decrease frequent flyer deferred revenue and increase special revenue in accordance with ASU 2009-13 for the year ended December 31, 2011 as follows (in millions):


	UAL		United		Continental
Special revenue item	$	107	$	88	$	19

Components of Integration and Merger-Related Costs and Special Items


2012	UAL		United		Continental Successor
Integration-related costs	$	739	$	569	$	170
Labor agreement costs		475		312		163
Voluntary severance and benefits		125		125		—
Intangible asset impairment		30		—		30
Gains on sale of assets and other special charges, net		(46)		(22)		(24)

Total	$	1,323	$	984	$	339


2011	UAL		United		Continental Successor
Integration-related costs	$	517	$	360	$	157
Termination of maintenance service contract		58		58		—
Intangible asset impairment		4		—		4
Other		13		15		(2)

Total	$	592	$	433	$	159


2010	UAL		United		Continental Successor		Continental Predecessor
Merger costs:
Merger-related costs	$	144	$	114	$	30	$	10
Salary and severance-related		249		111		138		—
Integration-related costs		171		138		33		19

		564		363		201		29
Aircraft impairments		136		136		—		6
Goodwill impairment credit		(64)		(64)		—		—
Intangible asset impairment		29		29		—		—
Other		4		4		—		12

Total	$	669	$	468	$	201	$	47

Accrual Activity

Activity related to the accruals for severance and medical costs and future lease payments on permanently grounded aircraft and unused facilities is as follows (in millions):


	Severance/ Medical Costs		Permanently Grounded Aircraft		Unused Facilities
UAL
Balance at December 31, 2009	$	45	$	83	$	—
Liability assumed due to Merger, October 1, 2010		3		—		33
Accrual		155		(3)		—
Payments		(101)		(39)		(26)

Balance at December 31, 2010		102		41		7
Accrual		21		5		—
Payments		(68)		(15)		(3)

Balance at December 31, 2011		55		31		4
Accrual		170		(1)		(2)
Payments		(160)		(25)		(1)

Balance at December 31, 2012	$	65	$	5	$	1


United
Balance at December 31, 2009	$	45	$	83	$	—
Accrual		74		(3)		—
Payments		(77)		(39)		—

Balance at December 31, 2010		42		41		—
Accrual		28		5		—
Payments		(42)		(15)		—

Balance at December 31, 2011		28		31		—
Accrual		152		(1)		—
Payments		(141)		(25)		—

Balance at December 31, 2012	$	39	$	5	$	—


Continental
Balance at December 31, 2009	$	14	$	2	$	26
Accrual (a)		84		(1)		9
Payments (a)		(38)		(1)		(28)

Balance at December 31, 2010		60		—		7
Accrual		(7)		—		—
Payments		(26)		—		(3)

Balance at December 31, 2011		27		—		4
Accrual		18		—		(2)
Payments		(19)		—		(1)

Balance at December 31, 2012	$	26	$	—	$	1

Selected Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Selected Quarterly Financial Data


UAL	Quarter Ended
(In millions, except per share amounts)	March 31		June 30		September 30		December 31
2012
Operating revenue	$	8,602	$	9,939	$	9,909	$	8,702
Income (loss) from operations		(271)		575		200		(465)
Net income (loss)		(448)		339		6		(620)
Basic earnings (loss) per share		(1.36)		1.02		0.02		(1.87)
Diluted earnings (loss) per share		(1.36)		0.89		0.02		(1.87)

2011
Operating revenue	$	8,202	$	9,809	$	10,171	$	8,928
Income from operations		34		808		935		45
Net income (loss)		(213)		538		653		(138)
Basic earnings (loss) per share		(0.65)		1.63		1.97		(0.42)
Diluted earnings (loss) per share		(0.65)		1.39		1.69		(0.42)

Schedule of Effect of Four Quarters Events

UAL’s quarterly results were impacted by the following significant items (in millions):


UAL	Quarter Ended

	March 31		June 30		September 30		December 31
2012
Special charges (income):
Integration-related costs	$	134	$	137	$	60	$	408
Labor agreement costs		—		—		454		21
Voluntary severance and benefits		49		76		—		—
Intangible asset impairments		6		—		—		24
Gains on sale of assets and other special charges, net		(25)		(7)		—		(14)

Total special items		164		206		514		439

Income tax benefit		(2)		—		—		(9)

Total special items, net of tax	$	162	$	206	$	514	$	430


2011
Special charges (income):
Revenue - Co-brand Agreement modification (Note 2(c))	$	—	$	(107)	$	—	$	—
Integration-related costs		79		145		123		170
Termination of maintenance service contract		—		—		—		58
Aircraft-related charges (gains), net		(2)		1		(3)		(2)
Intangible asset impairment		—		—		—		4
Other special items		—		—		—		19

Total special items		77		39		120		249

Income tax benefit		—		—		—		(2)

Total special items, net of tax	$	77	$	39	$	120	$	247

Merger - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Billions	1 Months Ended
	Oct. 31, 2010	Sep. 30, 2010
Business Acquisition [Line Items]
Shares of UAL common stock issued	148,000,000
Closing price of common stock		$ 23.66
Aggregate value of consideration paid for merger		$ 3.7
Continental Airlines Inc
Business Acquisition [Line Items]
Exchangeable share of Common stock converted	1.05

Significant Accounting Policies - Additional Information (Detail) $ in Millions	1 Months Ended		12 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 09, 2011 Item	Dec. 31, 2012 USD ($) AirCraft
Significant Accounting Policies [Line Items]
Non-cash adjustment to decrease frequent flyer deferred revenue and increase special revenues			$ 600
Carrying value of computer software			$ 302
Number of jet aircraft \| AirCraft			222
Minimum
Significant Accounting Policies [Line Items]
Refundable tickets expiration period			1 year
Computer software
Significant Accounting Policies [Line Items]
Depreciation expense related to computer software			$ 81
Aircraft And Related Rotable Parts \| Minimum
Significant Accounting Policies [Line Items]
Residual values			7.00%
Aircraft And Related Rotable Parts \| Maximum
Significant Accounting Policies [Line Items]
Residual values			11.00%
ASU 2009-13 \| Co-Brand Agreement
Significant Accounting Policies [Line Items]
Number of elements identified in agreement \| Item		5
ASU 2009-13 \| Special Revenue Item
Significant Accounting Policies [Line Items]
Non-cash adjustment to decrease frequent flyer deferred revenue and increase special revenues	$ 107
United Air Lines Inc
Significant Accounting Policies [Line Items]
Non-cash adjustment to decrease frequent flyer deferred revenue and increase special revenues			$ 395
Carrying value of computer software			$ 68
Indefinite-lived intangible assets, fair value allocation percentage			54.00%
United Air Lines Inc \| Computer software
Significant Accounting Policies [Line Items]
Depreciation expense related to computer software			$ 37
Continental Airlines Inc
Significant Accounting Policies [Line Items]
Non-cash adjustment to decrease frequent flyer deferred revenue and increase special revenues			205
Carrying value of computer software			$ 234
Indefinite-lived intangible assets, fair value allocation percentage			46.00%
Continental Airlines Inc \| Computer software
Significant Accounting Policies [Line Items]
Depreciation expense related to computer software			$ 44

Description of New Accounting Pronouncement Changes in Revenue (Detail) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2012 USD ($) $ / shares
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Special revenue item	$ 600
Per basic share \| $ / shares	$ 1.82
Per diluted share \| $ / shares	$ 1.57
United Air Lines Inc
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Special revenue item	$ 395
Continental Airlines Inc
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Special revenue item	$ 205

Amount of the effect of a change in accounting principle on diluted earnings per share.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6510796

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 37
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 154
-Paragraph 2, 17, 18
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Significant Accounting Policies [Line Items]

Schedule of Information Related to Amounts Recorded Related to Frequent Flyer Programs (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Cash Proceeds from Miles Sold

$ 2,852

$ 3,121

$ 2,156

Other Revenue Recognized Upon Award of Miles to Third-Party Customers

^[1]

816

566

331

Increase in Frequent Flyer Deferred Revenue for Miles Awarded

^[2]

$ 2,036

2,357

1,739

Net Increase in Advanced Purchase of Miles

^[3]

$ 198

$ 86

[1]	This amount represents other revenue recognized during the period from the sale of miles to third parties, representing the marketing services component of the sale.
[2]	This amount represents the increase to frequent flyer deferred revenue during the period.
[3]	This amount represents the net increase in the advance purchase of miles obligation due to cash payments for the sale of miles in excess of miles awarded to customers.

Estimated Useful Lives of Property and Equipment (Detail)	12 Months Ended
	Dec. 31, 2012
Aircraft And Related Rotable Parts \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	27 years
Aircraft And Related Rotable Parts \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	30 years
Building \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	25 years
Building \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	45 years
Other Property And Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	4 years
Other Property And Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	15 years
Computer software
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Building Improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	1 year
Building Improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	40 years

Advertising Expenses (Detail) - USD ($) $ in Millions	12 Months Ended
Advertising Expenses (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Component of Operating Other Cost and Expense [Line Items]
Advertising expense	$ 154	$ 142	$ 90
United Air Lines Inc
Component of Operating Other Cost and Expense [Line Items]
Advertising expense	83	73	67
Continental Airlines Inc \| Successor
Component of Operating Other Cost and Expense [Line Items]
Advertising expense	$ 71	$ 69	23
Continental Airlines Inc \| Predecessor
Component of Operating Other Cost and Expense [Line Items]
Advertising expense			$ 74

Goodwill and Other Intangible Assets (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Finite-lived intangible assets, Gross Carrying Amount

$ 4,523

1,805

1,806

Finite-lived intangible assets, Accumulated Amortization

792

670

Indefinite-lived intangible assets, Gross Carrying Amount

3,584

3,614

Airport Slots And Gates

Finite-lived intangible assets, Gross Carrying Amount

100

Finite-lived intangible assets, Accumulated Amortization

Hubs

Finite-lived intangible assets, Gross Carrying Amount

145

Finite-lived intangible assets, Accumulated Amortization

Patents And Trade Names

Finite-lived intangible assets, Gross Carrying Amount

108

Finite-lived intangible assets, Accumulated Amortization

Frequent Flyer Database

Finite-lived intangible assets, Gross Carrying Amount

1,177

Finite-lived intangible assets, Accumulated Amortization

447

381

Contracts

Finite-lived intangible assets, Gross Carrying Amount

167

Finite-lived intangible assets, Accumulated Amortization

Other Intangible Assets

Finite-lived intangible assets, Gross Carrying Amount

109

Finite-lived intangible assets, Accumulated Amortization

Airport Slots And Gates

Indefinite-lived intangible assets, Gross Carrying Amount

981

1,011

Route Authorities

Indefinite-lived intangible assets, Gross Carrying Amount

1,606

Tradenames And Logos

Indefinite-lived intangible assets, Gross Carrying Amount

593

Alliances

Indefinite-lived intangible assets, Gross Carrying Amount

404

Finite-lived intangible assets, Gross Carrying Amount

960

961

Finite-lived intangible assets, Accumulated Amortization

588

534

Indefinite-lived intangible assets, Gross Carrying Amount

1,856

United Air Lines Inc | Airport Slots And Gates

Finite-lived intangible assets, Gross Carrying Amount

Finite-lived intangible assets, Accumulated Amortization

$ 59

United Air Lines Inc | Hubs

^[1]

9 years

Finite-lived intangible assets, Gross Carrying Amount

$ 145

145

Finite-lived intangible assets, Accumulated Amortization

$ 52

United Air Lines Inc | Frequent Flyer Database

^[1]

20 years

Finite-lived intangible assets, Gross Carrying Amount

$ 521

521

Finite-lived intangible assets, Accumulated Amortization

$ 327

296

United Air Lines Inc | Contracts

^[1],[2]

21 years

Finite-lived intangible assets, Gross Carrying Amount

$ 140

140

Finite-lived intangible assets, Accumulated Amortization

$ 68

United Air Lines Inc | Other Intangible Assets

^[1]

13 years

Finite-lived intangible assets, Gross Carrying Amount

$ 12

Finite-lived intangible assets, Accumulated Amortization

$ 12

United Air Lines Inc | Patents

^[1]

7 years

Finite-lived intangible assets, Gross Carrying Amount

$ 70

Finite-lived intangible assets, Accumulated Amortization

$ 70

United Air Lines Inc | Route Authorities

^[1]

3 years

Indefinite-lived intangible assets, Gross Carrying Amount

$ 1,117

1,117

United Air Lines Inc | Alliances

Indefinite-lived intangible assets, Gross Carrying Amount

118

United Air Lines Inc | Indefinite Lived Airport Slots

Indefinite-lived intangible assets, Gross Carrying Amount

201

United Air Lines Inc | Indefinite Lived Trade Names

Indefinite-lived intangible assets, Gross Carrying Amount

420

Finite-lived intangible assets, Gross Carrying Amount

4,523

845

Finite-lived intangible assets, Accumulated Amortization

204

136

Indefinite-lived intangible assets, Gross Carrying Amount

1,730

1,760

Continental Airlines Inc | Airport Slots

Finite-lived intangible assets, Gross Carrying Amount

Finite-lived intangible assets, Accumulated Amortization

$ 16

Continental Airlines Inc | Trade Names

^[1]

4 years

Finite-lived intangible assets, Gross Carrying Amount

$ 38

Finite-lived intangible assets, Accumulated Amortization

$ 29

Continental Airlines Inc | Frequent Flyer Database

^[1]

3 years

Finite-lived intangible assets, Gross Carrying Amount

$ 656

656

Finite-lived intangible assets, Accumulated Amortization

$ 120

Continental Airlines Inc | Contracts

^[1],[2]

23 years

Finite-lived intangible assets, Gross Carrying Amount

$ 27

Finite-lived intangible assets, Accumulated Amortization

$ 7

Continental Airlines Inc | Other Intangible Assets

^[1]

10 years

Finite-lived intangible assets, Gross Carrying Amount

$ 97

Finite-lived intangible assets, Accumulated Amortization

$ 32

Continental Airlines Inc | Route Authorities

^[1]

27 years

Indefinite-lived intangible assets, Gross Carrying Amount

$ 489

489

Continental Airlines Inc | Tradenames And Logos

Indefinite-lived intangible assets, Gross Carrying Amount

173

Continental Airlines Inc | Alliances

Indefinite-lived intangible assets, Gross Carrying Amount

286

Continental Airlines Inc | Indefinite Lived Airport Slots

Indefinite-lived intangible assets, Gross Carrying Amount

$ 782

$ 812

[1]	Weighted average life expressed in years. UAL is covered by the weighted average of each of its individual subsidiaries.
[2]	The United and Continental frequent flyer databases are amortized based on an accelerated amortization schedule to reflect utilization of the assets. Estimated cash flows correlating to the expected attrition rate of customers in the frequent flyer databases were considered in the determination of the amortization schedules.

Actual and Expected Future Amortization Expense (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of Actual and Estimated Amortization Expense [Line Items]
Actual Amortization	$ 121	$ 169	$ 96
Projected Amortization:
2013	142
2014	129
2015	106
2016	91
2017	81
United Air Lines Inc
Schedule of Actual and Estimated Amortization Expense [Line Items]
Actual Amortization	55	61	65
Projected Amortization:
2013	52
2014	46
2015	37
2016	34
2017	32
Continental Airlines Inc \| Successor
Schedule of Actual and Estimated Amortization Expense [Line Items]
Actual Amortization	66	$ 108	31
Projected Amortization:
2013	90
2014	83
2015	69
2016	57
2017	$ 49
Continental Airlines Inc \| Predecessor
Schedule of Actual and Estimated Amortization Expense [Line Items]
Actual Amortization			$ 11

Common Stockholders' Equity and Preferred Securities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2010	Dec. 31, 2012	Dec. 31, 2010	Dec. 31, 2011
Stockholders Equity [Line Items]
Common stock reserved for future issuance		72,000,000
Junior preferred stock outstanding		2
Junior preferred stock par value per share		$ 0.01
Preferred stock authorized to issue		250,000,000
Common stock, shares issued	148,000,000
Common stock outstanding shares converted and exchanged		332,472,779		330,906,192
Common stock, par value		$ 0.01		$ 0.01
Continental 5% Convertible Notes
Stockholders Equity [Line Items]
Common stock, shares issued			9,000,000
Aggregate principal amount of 5% convertible notes			$ 175
Debt instrument convertible effective interest rate			5.00%
Debt instrument maturity year			2023
Continental Airlines Inc
Stockholders Equity [Line Items]
Common stock, shares issued		1,000		1,000
Common stock outstanding shares converted and exchanged	141,000,000	1,000		1,000
Exchangeable share of Common stock converted	1.05
Canceled and replaced common stock		1,000
Common stock, par value		$ 0.01		$ 0.01

Computation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended								9 Months Ended	12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Basic earnings (loss) per share:
Net income (loss)	$ (620)	$ 6	$ 339	$ (448)	$ (138)	$ 653	$ 538	$ (213)		$ (723)	$ 840	$ 253
Less: Income allocable to participating securities											(3)	(1)
Earnings (loss) available to common stockholders										$ (723)	$ 837	$ 252
Basic weighted-average shares outstanding										331	329	207
Earnings (loss) per share, basic	$ (1.87)	$ 0.02	$ 1.02	$ (1.36)	$ (0.42)	$ 1.97	$ 1.63	$ (0.65)		$ (2.18)	$ 2.54	$ 1.22
Diluted earnings (loss) per share:
Earnings (loss) available to common stockholders										$ (723)	$ 837	$ 252
Earnings (loss) available to common stockholders including the effect of dilutive securities										$ (723)	$ 864	$ 273
Basic weighted-average shares outstanding										331	329	207
Effect of employee stock options											2	2
Diluted weighted-average shares outstanding										331	383	253
Earnings (loss) per share, diluted	$ (1.87)	$ 0.02	$ 0.89	$ (1.36)	$ (0.42)	$ 1.69	$ 1.39	$ (0.65)		$ (2.18)	$ 2.26	$ 1.08
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts										66	21	35
Continental Airlines Inc \| Predecessor
Basic earnings (loss) per share:
Net income (loss)									$ 441
Earnings (loss) available to common stockholders									$ 441
Basic weighted-average shares outstanding									140
Earnings (loss) per share, basic									$ 3.16
Diluted earnings (loss) per share:
Earnings (loss) available to common stockholders									$ 441
Earnings (loss) available to common stockholders including the effect of dilutive securities									$ 468
Basic weighted-average shares outstanding									140
Effect of employee stock options									2
Diluted weighted-average shares outstanding									167
Earnings (loss) per share, diluted									$ 2.81
UAL 6% Senior Convertible Notes
Diluted earnings (loss) per share:
Effect of convertible notes on diluted earnings per share, amount											$ 18	$ 18
Effect of convertible notes on diluted earnings per share, shares											40	40
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts										40
Continental 4.5% Convertible Notes
Diluted earnings (loss) per share:
Effect of convertible notes on diluted earnings per share, amount											$ 9	$ 2
Effect of convertible notes on diluted earnings per share, shares											12	3
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts										12
Continental 4.5% Convertible Notes \| Continental Airlines Inc \| Predecessor
Diluted earnings (loss) per share:
Effect of convertible notes on diluted earnings per share, amount									$ 7
Effect of convertible notes on diluted earnings per share, shares									12
Continental 5% Convertible Notes
Diluted earnings (loss) per share:
Effect of convertible notes on diluted earnings per share, amount												$ 1
Effect of convertible notes on diluted earnings per share, shares												1
Continental 5% Convertible Notes \| Continental Airlines Inc \| Predecessor
Diluted earnings (loss) per share:
Effect of convertible notes on diluted earnings per share, amount									$ 10
Effect of convertible notes on diluted earnings per share, shares									9
UAL 4.5% Senior Limited-Subordination Convertible Notes
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts										5	11	22
Stock Options
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts										4	5	9
Continental 6% Convertible Junior Subordinated Debentures
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts										4	4	1
Continental 6% Convertible Junior Subordinated Debentures \| Continental Airlines Inc \| Predecessor
Diluted earnings (loss) per share:
Effect of convertible notes on diluted earnings per share, amount									$ 10
Effect of convertible notes on diluted earnings per share, shares									4
Restricted Stock
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts										1	1
UAL 5% Senior Convertible Notes
Potentially dilutive shares excluded from diluted per share amounts:
Potentially dilutive shares excluded from diluted per share amounts												3

Computation of Earnings Per Share (Parenthetical) (Detail)	9 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
UAL 6% Senior Convertible Notes
Earnings Loss Per Share [Line Items]
Debt instrument convertible effective interest rate		6.00%	6.00%	6.00%
Continental 4.5% Convertible Notes
Earnings Loss Per Share [Line Items]
Debt instrument convertible effective interest rate		4.50%	4.50%	4.50%
UAL 4.5% Senior Limited-Subordination Convertible Notes
Earnings Loss Per Share [Line Items]
Debt instrument convertible effective interest rate		4.50%	4.50%	4.50%
Continental 6% Convertible Junior Subordinated Debentures
Earnings Loss Per Share [Line Items]
Debt instrument convertible effective interest rate		6.00%	6.00%	6.00%
UAL 5% Senior Convertible Notes
Earnings Loss Per Share [Line Items]
Debt instrument convertible effective interest rate		5.00%	5.00%	5.00%
Continental Airlines Inc \| Predecessor \| Continental 4.5% Convertible Notes
Earnings Loss Per Share [Line Items]
Debt instrument convertible effective interest rate	4.50%
Continental Airlines Inc \| Predecessor \| Continental 5% Convertible Notes
Earnings Loss Per Share [Line Items]
Debt instrument convertible effective interest rate	5.00%
Continental Airlines Inc \| Predecessor \| Continental 6% Convertible Junior Subordinated Debentures
Earnings Loss Per Share [Line Items]
Debt instrument convertible effective interest rate	6.00%

Earnings (Loss) Per Share - Additional Information (Detail) - shares shares in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Earnings Loss Per Share [Line Items]
Weighted average options excluded from computation of diluted earnings per share		66	21	35
Continental Airlines Inc \| Predecessor \| Stock Options
Earnings Loss Per Share [Line Items]
Weighted average options excluded from computation of diluted earnings per share	2

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Antidilution
-URI http://asc.fasb.org/extlink&oid=6505113

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Diluted Earnings Per Share
-URI http://asc.fasb.org/extlink&oid=6510752

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Contingent Stock Agreement
-URI http://asc.fasb.org/extlink&oid=6508534

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 40
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 13, 14
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 07-4
-Paragraph 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 171
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-Based Compensation Plans - Additional Information (Detail)
$ / shares in Units, shares in Thousands, $ in Millions

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Feb. 29, 2012

Sep. 30, 2010

$ / shares

May 31, 2010

$ / shares

Dec. 31, 2010

USD ($)

Sep. 30, 2010

USD ($)

Dec. 31, 2012

USD ($)

$ / shares

Dec. 31, 2011

USD ($)

Dec. 31, 2010

USD ($)

Number of days used to compute performance period average closing price of restricted stock units | d

Closing price of common stock | $ / shares

$ 23.66

$ 22.33

$ 19

Dividend yield

0.00%

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[1],[2]

$ 57

$ 54

$ 117

Stock Options

10 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[1],[2]

$ 1

Stock Options | Minimum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

3 years

Stock Options | Maximum

Restricted Stock and Restricted Stock Units

4 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Equity awards fair value

$ 27

$ 7

$ 33

Profit Based RSU Awards

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Employee profit sharing annual incremental period

3 years

Restricted Stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-Based Compensation, award granted | shares

500

545

536

212

3 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[1],[2]

$ 13

$ 12

$ 6

Restricted Stock Units

Share-Based Compensation, award granted | shares

600

1,986

3,655

1,395

3 years

Liability due to PBRSUs converted to fixed cash equivalent

$ 35

$ 57

$ 84

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[1],[2]

Performance Shares

Share-Based Compensation, award granted | shares

1,300

Share-Based Compensation, vesting date

3 years

Dec. 31, 2014

Continental Airlines Inc | Restricted Stock Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Liability due to PBRSUs converted to fixed cash equivalent

$ 36

$ 15

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Equity awards conversion rate

3 years

1.05

Equity awards fair value

$ 78

Equity awards payment percentage

150.00%

Closing price of common stock | $ / shares

$ 23.48

Dividend yield

0.00%

Continental Airlines Inc | Predecessor | Pilot Supplemental Option Plan Twenty Zero Five

$ 57

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Continental Airlines Inc | Predecessor | Broad Based Employee Stock Option Plan Twenty Zero Five

3 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

3 years

Continental Airlines Inc | Predecessor | Minimum | Pilot Supplemental Option Plan Twenty Zero Five

6 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Continental Airlines Inc | Predecessor | Maximum | Pilot Supplemental Option Plan Twenty Zero Five

6 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Continental Airlines Inc | Predecessor | Employee Stock Option

8 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

4 years

Continental Airlines Inc | Predecessor | Non Employee Director Stock Option

5 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

10 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

$ 18

United Air Lines Inc | Restricted Stock Units

$ 32

$ 63

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Liability due to PBRSUs converted to fixed cash equivalent

$ 6

$ 48

$ 42

[1]

All compensation cost is recorded to Salaries and related costs, with the exception of $9 million, $17 million and $70 million in 2012, 2011 and 2010, respectively, that was recorded in integration and Merger-related costs as a component of special charges, respectively.

[2]

United recorded $32 million, $28 million and $63 million of compensation cost related to UAL's share-based plans during 2012, 2011 and 2010, respectively. These amounts included $5 million, $7 million and $24 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively. Continental Successor recorded $25 million, $26 million and $54 million of compensation cost related to UAL's share-based plans during 2012, 2011 and 2010, respectively. These amounts included $4 million, $10 million and $46 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively.

Schedule of Share-Based Compensation Plan Cost (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[1],[2]

$ 57

$ 54

$ 117

Restricted Stock Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[1],[2]

Restricted Stock

Share-Based Awards Converted To Cash Awards

^[1],[2]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[1],[2],[3]

Stock Options

^[1],[2]

$ 1

$ 5

$ 7

[1]	All compensation cost is recorded to Salaries and related costs, with the exception of $9 million, $17 million and $70 million in 2012, 2011 and 2010, respectively, that was recorded in integration and Merger-related costs as a component of special charges, respectively.
[2]	United recorded $32 million, $28 million and $63 million of compensation cost related to UAL's share-based plans during 2012, 2011 and 2010, respectively. These amounts included $5 million, $7 million and $24 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively. Continental Successor recorded $25 million, $26 million and $54 million of compensation cost related to UAL's share-based plans during 2012, 2011 and 2010, respectively. These amounts included $4 million, $10 million and $46 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively.
[3]	As described below, in connection with the Merger, certain awards were converted into fixed cash equivalents.

Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-Based Compensation Plan Cost (Parenthetical) (Detail) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2011

Sep. 30, 2011

Jun. 30, 2011

Mar. 31, 2011

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

$ 408

$ 60

$ 137

$ 134

$ 170

$ 123

$ 145

$ 79

$ 739

$ 517

$ 171

Share-Based Awards Converted To Cash Awards

^[1],[2]

117

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

^[1],[2],[3]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

569

360

138

United Air Lines Inc | Share-Based Awards Converted To Cash Awards

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

170

157

Continental Airlines Inc | Successor | Share-Based Awards Converted To Cash Awards

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

$ 4

$ 10

$ 46

[1]	All compensation cost is recorded to Salaries and related costs, with the exception of $9 million, $17 million and $70 million in 2012, 2011 and 2010, respectively, that was recorded in integration and Merger-related costs as a component of special charges, respectively.
[2]	United recorded $32 million, $28 million and $63 million of compensation cost related to UAL's share-based plans during 2012, 2011 and 2010, respectively. These amounts included $5 million, $7 million and $24 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively. Continental Successor recorded $25 million, $26 million and $54 million of compensation cost related to UAL's share-based plans during 2012, 2011 and 2010, respectively. These amounts included $4 million, $10 million and $46 million that were classified as integration and Merger-related costs as a component of special charges during 2012, 2011 and 2010, respectively.
[3]	As described below, in connection with the Merger, certain awards were converted into fixed cash equivalents.

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Unearned Compensation and Weighted Average Remaining Period for Outstanding Share-Based Awards (Detail)
$ in Millions

12 Months Ended

Dec. 31, 2012

USD ($)

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

$ 33

^[1]

Restricted Stock Units

$ 24

^[1]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

1 year 1 month 6 days

Restricted Stock

$ 7

^[1]

Share-Based Awards Converted To Cash Awards

1 year 4 months 24 days

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

$ 1

^[1]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

2 months 12 days

Stock Options

$ 1

^[1]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

1 year 2 months 12 days

[1]	Compensation cost attributable to future service related to unvested awards remaining to be recognized by United and Continental consists of $18 million and $15 million, respectively.

Schedule of Unearned Compensation and Weighted Average Remaining Period for Outstanding Share-Based Awards (Parenthetical) (Detail)
$ in Millions

Dec. 31, 2012

USD ($)

$ 33

^[1]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

$ 15

[1]	Compensation cost attributable to future service related to unvested awards remaining to be recognized by United and Continental consists of $18 million and $15 million, respectively.

Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Outstanding at beginning of year	6,946	11,052	6,406
Issued in exchange for Continental options			7,366
Exercised, Options	(1,327)	(2,449)	(2,467)
Surrendered, Options	(1,012)	(1,657)	(253)
Options, Outstanding at end of year	4,607	6,946	11,052
Weighted- Average Exercise Price, Outstanding at beginning of year	$ 23.80	$ 21.70	$ 22.42
Exercisable at December 31, 2012	4,358
Issued in exchange for Continental options, Weighted- Average Exercise Price			16.77
Exercised, Weighted- Average Exercise Price	$ 12.42	10.77	8.13
Surrendered, Weighted- Average Exercise Price	30.50	29.07	28.77
Weighted- Average Exercise Price, Outstanding at end of year	25.60	$ 23.80	$ 21.70
Exercisable at end of period, Weighted- Average Exercise Price	$ 25.76
Weighted- Average Remaining Contractual Life , Outstanding at end of year, in years	2 years 10 months 24 days
Weighted- Average Remaining Contractual Life , Exercisable at end of period, in years	2 years 10 months 24 days
Exercised, Aggregate Intrinsic Value	$ 14	$ 33	$ 42
Aggregate Intrinsic Value, Outstanding at end of period	20
Aggregate Intrinsic Value , Exercisable at end of period	$ 20

Schedule of Additional Information for Options Granted by United Continental Holdings (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum		0.10%
Risk-free interest rate, maximum		1.80%
Dividend yield	0.00%
Expected market price volatility of UAL common stock		75.00%
Weighted-average fair value		$ 11.52
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of options (years)		1 month 6 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of options (years)		6 years 3 months 18 days

Schedule Of Restricted Stock Unit and Restricted Stock Activity (Detail) - $ / shares shares in Thousands	1 Months Ended	12 Months Ended
	Feb. 29, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested at beginning of year		3,366	51	1,719
Granted, Stock	600	1,986	3,655	1,395
Modified, Stock				(449)
Converted to fixed cash equivalent				(1,496)
Vested, Stock		(552)	(141)	(1,069)
Surrendered, Stock		(569)	(199)	(49)
Non-vested at end of year, Stock		4,231	3,366	51
Weighted- Average Grant Price at beginning of year		$ 19.98	$ 22.85	$ 4.90
Granted, Weighted- Average Grant Price		22.20	19.89	22.20
Modified, Weighted- Average Grant Price				21.63
Converted to fixed cash equivalent, Weighted- Average Grant Price
Vested, Weighted- Average Grant Price		21.21	18.13	22.41
Surrendered, Weighted- Average Grant Price		22.19	19.90	10.55
Non-vested at end of year, Weighted- Average Grant Price		$ 22.22	$ 19.98	$ 22.85
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested at beginning of year		985	671	811
Assumed in Merger, Stock				20
Granted, Stock	500	545	536	212
Modified, Stock				449
Converted to fixed cash equivalent				(164)
Vested, Stock		(643)	(195)	(651)
Surrendered, Stock		(115)	(27)	(6)
Non-vested at end of year, Stock		772	985	671
Weighted- Average Grant Price at beginning of year		$ 23.33	$ 17.20	$ 27.82
Assumed in Merger, Weighted- Average Grant Price				23.66
Granted, Weighted- Average Grant Price		24.01	23.87	24.55
Modified, Weighted- Average Grant Price				21.63
Converted to fixed cash equivalent, Weighted- Average Grant Price
Vested, Weighted- Average Grant Price		23.05	22.26	31.47
Surrendered, Weighted- Average Grant Price		24.01	23.95	11.03
Non-vested at end of year, Weighted- Average Grant Price		$ 23.94	$ 23.33	$ 17.20

Summary of Stock Option Transaction Pursuant to Continental Plans for Continental Predecessor Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Outstanding at beginning of year	6,406	6,946	11,052	6,406
Exercised, Options		(1,327)	(2,449)	(2,467)
Surrendered, Options		(1,012)	(1,657)	(253)
Options, Outstanding at end of year		4,607	6,946	11,052
Weighted- Average Exercise Price, Outstanding at beginning of year	$ 22.42	$ 23.80	$ 21.70	$ 22.42
Exercised, Weighted- Average Exercise Price		12.42	10.77	8.13
Surrendered, Weighted- Average Exercise Price		30.50	29.07	28.77
Weighted- Average Exercise Price, Outstanding at end of year		$ 25.60	$ 23.80	$ 21.70
Weighted- Average Remaining Contractual Life , Outstanding at end of year, in years		2 years 10 months 24 days
Aggregate Intrinsic Value, Exercised		$ 14	$ 33	$ 42
Aggregate Intrinsic Value, Outstanding at end of period		$ 20
Continental Airlines Inc \| Predecessor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Outstanding at beginning of year	8,114			8,114
Granted, Options	654
Exercised, Options	(1,652)
Surrendered, Options	(92)
Options, Outstanding at end of year	7,024
Weighted- Average Exercise Price, Outstanding at beginning of year	$ 16.08			$ 16.08
Granted, Weighted- Average Exercise Price	23.83
Exercised, Weighted- Average Exercise Price	11.92
Surrendered, Weighted- Average Exercise Price	29.59
Weighted- Average Exercise Price, Outstanding at end of year	$ 17.60
Weighted- Average Remaining Contractual Life , Outstanding at end of year, in years	2 years
Aggregate Intrinsic Value, Exercised	$ 18
Aggregate Intrinsic Value, Outstanding at end of period	$ 61

Schedule of Additional Information for Options Granted by Continental Predecessor (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Expected market price volatility of Continental common stock		75.00%
Weighted-average fair value		$ 11.52
Continental Airlines Inc \| Predecessor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate		1.40%
Dividend yield	0.00%
Expected market price volatility of Continental common stock		88.00%
Expected life of options (years)		3 years 9 months 18 days
Weighted-average fair value		$ 14.55

Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Millions	3 Months Ended				9 Months Ended	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Components Of Income Tax Expense Benefit [Line Items]
Current						$ (14)	$ 11	$ 10
Deferred						13	(6)	(10)
Income tax benefit	$ (9)	$ (2)	$ (2)			(1)	5
United Air Lines Inc
Components Of Income Tax Expense Benefit [Line Items]
Current						(8)	3
Deferred						17		(12)
Income tax benefit						9	3	(12)
Continental Airlines Inc \| Successor
Components Of Income Tax Expense Benefit [Line Items]
Current						(1)		2
Deferred				$ (6)		(4)	(6)	(6)
Income tax benefit				$ (4)		$ (5)	$ (6)	(4)
Continental Airlines Inc \| Predecessor
Components Of Income Tax Expense Benefit [Line Items]
Current								1
Income tax benefit					$ 1			$ 1

The component of income tax expense for the period representing amounts of income taxes paid or payable (or refundable) for the period for all income tax obligations as determined by applying the provisions of relevant enacted tax laws to relevant amounts of taxable Income or Loss from continuing operations.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Current Tax Expense (or Benefit)
-URI http://asc.fasb.org/extlink&oid=6509736

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.7)
-URI http://asc.fasb.org/extlink&oid=6889476&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 45
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 6
-Section I
-Subsection 7

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 289
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

The component of income tax expense for the period representing the increase (decrease) in the entity's deferred tax assets and liabilities pertaining to continuing operations.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Deferred Tax Expense (or Benefit)
-URI http://asc.fasb.org/extlink&oid=6510177

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.7)
-URI http://asc.fasb.org/extlink&oid=6889476&loc=d3e330036-122817

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 289
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 45
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 6
-Section I
-Subsection 7

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 95
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Deferred income tax asset (liability):

Income Tax Provision Differed from Amounts Computed at Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Millions	3 Months Ended				9 Months Ended	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Taxes [Line Items]
Income tax provision at statutory rate						$ (253)	$ 298	$ 87
State income taxes, net of federal income tax benefit						(15)	(19)	24
Nondeductible acquisition costs							(17)	45
Foreign income taxes						7
Nondeductible employee meals						12	12	8
Nondeductible interest expense						19	13	12
Change in tax law - Medicare Part D Subsidy								119
Nondeductible compensation						5	9	13
Goodwill credit								(22)
Valuation allowance						234	(294)	(290)
Other, net						(10)	3	4
Income tax benefit	$ (9)	$ (2)	$ (2)			(1)	5
United Air Lines Inc
Income Taxes [Line Items]
Income tax provision at statutory rate						(413)	100	135
State income taxes, net of federal income tax benefit						(20)	(25)	24
Nondeductible acquisition costs							(8)	31
Foreign income taxes						6
Nondeductible employee meals						7	7	7
Nondeductible interest expense						19	13	12
Change in tax law - Medicare Part D Subsidy								119
Nondeductible compensation						3	5	1
Goodwill credit								(22)
Valuation allowance						415	(92)	(322)
Other, net						(8)	3	3
Income tax benefit						9	3	(12)
Continental Airlines Inc \| Successor
Income Taxes [Line Items]
Income tax provision at statutory rate						183	199	(35)
State income taxes, net of federal income tax benefit						13	8	1
Nondeductible acquisition costs							(9)	14
Foreign income taxes						1
Nondeductible employee meals						5	5	1
Derivative market adjustment						(15)	10
Nondeductible compensation						2	5	12
Valuation allowance						(192)	(223)	9
Tax benefit resulting from intraperiod tax allocation								(6)
Other, net						(2)	(1)
Income tax benefit				$ (4)		$ (5)	$ (6)	(4)
Continental Airlines Inc \| Predecessor
Income Taxes [Line Items]
Income tax provision at statutory rate								155
State income taxes, net of federal income tax benefit								8
Nondeductible employee meals								3
Valuation allowance								(166)
Other, net								1
Income tax benefit					$ 1			$ 1

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2009
Income Taxes [Line Items]
Unrecorded tax benefit		$ 883
Federal pre-tax NOL carry forwards		10,300
Tax benefits of net operating losses		$ 196
Cumulative loss position prior to 2011		3 years
Percentage of cumulative income related to revenue		0.40%
Current valuation allowances		$ 4,603	$ 4,137
Increase (decrease) in current valuation allowances		466
Unrecognized tax benefits	$ 32	19	24	$ 16
Unrecognized tax benefits that would impact effective tax rate if recognized		17
Continental Airlines Inc
Income Taxes [Line Items]
Non-cash tax benefits on loss from continuing operations	$ 6
Current valuation allowances		1,435	1,434
Increase (decrease) in current valuation allowances		1
United Air Lines Inc
Income Taxes [Line Items]
Current valuation allowances		3,068	$ 2,614
Increase (decrease) in current valuation allowances		454
2022
Income Taxes [Line Items]
Net operating loss expiration amount		1,500
2023
Income Taxes [Line Items]
Net operating loss expiration amount		1,600
2024
Income Taxes [Line Items]
Net operating loss expiration amount		2,400
2025
Income Taxes [Line Items]
Net operating loss expiration amount		2,000
Thereafter
Income Taxes [Line Items]
Net operating loss expiration amount		$ 2,800
Minimum
Income Taxes [Line Items]
NOL carry forwards expiration period, years		5 years
Maximum
Income Taxes [Line Items]
NOL carry forwards expiration period, years		20 years

Components of Deferred Tax Assets and Liabilities (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

Federal and state net operating loss ("NOL") carryforwards

^[1]

$ 3,025

$ 2,911

Employee benefits, including pension, postretirement, medical and the Pension Benefit Guaranty Corporation ("PBGC") notes

^[1]

2,425

2,386

^[1]

2,488

1,897

Lease fair value adjustment

259

376

AMT credit carryforwards

251

268

Other assets

^[1]

947

1,251

Less: Valuation allowance

(4,603)

(4,137)

Total deferred tax assets

4,792

4,952

Depreciation, capitalized interest and other

(3,705)

(3,860)

Total deferred tax liabilities

(1,578)

(1,627)

Other liabilities

(509)

(453)

(5,792)

(5,940)

Net deferred tax liability

(1,000)

(988)

Deferred income tax asset (liability):

Federal and state net operating loss ("NOL") carryforwards

^[1]

1,707

2,024

Employee benefits, including pension, postretirement, medical and the Pension Benefit Guaranty Corporation ("PBGC") notes

^[1]

1,931

1,487

^[1]

1,648

1,275

AMT credit carryforwards

246

263

Other assets

^[1]

343

560

Less: Valuation allowance

(3,068)

(2,614)

Total deferred tax assets

2,807

2,995

Depreciation, capitalized interest and other

(2,137)

(2,303)

Total deferred tax liabilities

(819)

(833)

Other liabilities

(227)

(218)

(3,183)

(3,354)

Net deferred tax liability

(376)

(359)

Deferred income tax asset (liability):

Federal and state net operating loss ("NOL") carryforwards

^[1]

1,250

835

Employee benefits, including pension, postretirement, medical and the Pension Benefit Guaranty Corporation ("PBGC") notes

^[1]

495

903

^[1]

843

703

Lease fair value adjustment

259

376

AMT credit carryforwards

Other assets

^[1]

539

581

Less: Valuation allowance

(1,435)

(1,434)

Total deferred tax assets

1,956

1,969

Depreciation, capitalized interest and other

(1,565)

(1,554)

Total deferred tax liabilities

(760)

(795)

Other liabilities

(179)

(173)

(2,504)

(2,522)

Net deferred tax liability

$ (548)

$ (553)

[1]

Deferred tax assets for 2012 reflect adjustments made in the current year to increase UAL and United's deferred tax assets for frequent flyer deferred revenue and employee benefits by approximately $257 million and $187 million, respectively, and to reduce net operating loss carryforwards and other deferred tax assets by the same amounts.

Components of Deferred Tax Assets and Liabilities (Parenthetical) (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2012 USD ($)
Frequent Flyer
Deferred Income Tax Assets And Liabilities [Line Items]
Deferred tax assets adjustments	$ 257
Employee Benefits
Deferred Income Tax Assets And Liabilities [Line Items]
Deferred tax assets adjustments	$ 187

Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Contingency [Line Items]
Balance at January 1,	$ 24	$ 32	$ 16
Decrease in unrecognized tax benefits relating to settlements with taxing authorities	(12)
Increase (decrease) in unrecognized tax benefits as a result of tax positions taken during a prior period	8	(9)
Decrease in unrecognized tax benefits relating from a lapse of the statute of limitations	(1)
Increase due to Continental's uncertain tax positions at the Merger closing date			6
Increase in unrecognized tax benefits as a result of tax positions taken during the current period		1	10
Balance at December 31,	$ 19	$ 24	$ 32

Reconciliation of Change in Projected Benefit Obligation and Plan Assets (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

^[1]

$ 366

$ 325

$ 254

^[1]

254

230

231

Pension Benefits

Accumulated benefit obligation:

3,978

3,321

3,708

3,322

184

178

702

251

(162)

(137)

(5)

4,526

3,708

3,322

1,868

1,871

223

(47)

228

194

(162)

(137)

(13)

2,157

1,868

1,871

Pension Benefits | United Air Lines Inc

(2,369)

(1,840)

Accumulated benefit obligation:

235

220

259

256

(2)

(12)

(8)

(1)

(4)

283

259

256

195

183

(12)

(8)

(9)

221

195

183

Pension Benefits | Continental Airlines Inc

(62)

(64)

Accumulated benefit obligation:

3,743

3,101

3,449

3,066

175

168

681

253

(150)

(129)

(4)

4,243

3,449

3,066

1,673

1,688

204

(52)

212

170

(150)

(129)

(3)

(4)

1,936

1,673

1,688

Other Postretirement Benefits

(2,307)

(1,776)

2,541

2,494

124

127

120

110

(2)

Federal subsidy

Plan amendments

(194)

(214)

2,743

2,541

2,494

116

141

(194)

(214)

Other Postretirement Benefits | United Air Lines Inc

(2,685)

(2,483)

2,233

2,225

109

113

116

Pilots' liability transfer

120

(25)

Federal subsidy

Plan amendments

(180)

(200)

2,503

2,233

2,225

104

129

(180)

(200)

Other Postretirement Benefits | Continental Airlines Inc

(2,445)

(2,175)

308

269

Pilots' liability transfer

(76)

(10)

(14)

240

308

$ 269

(14)

$ (240)

$ (308)

[1]	UAL and United amounts include International Association of Machinists ("IAM") multi-employer plan contributions of $36 million, $34 million and $34 million for years ended December 31, 2012, 2011 and 2010, respectively.

Amounts Recognized in Consolidated Balance Sheet and Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset	$ 35	$ 31
Current liability	(4)	(9)
Noncurrent liability	(2,400)	(1,862)
Total liability	(2,369)	(1,840)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	(826)	(231)
Prior service cost	2	3
Total accumulated other comprehensive income (loss)	(824)	(228)
Pension Benefits \| United Air Lines Inc
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent asset	35	31
Current liability		(3)
Noncurrent liability	(97)	(92)
Total liability	(62)	(64)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	(22)	(10)
Prior service cost	15	18
Total accumulated other comprehensive income (loss)	(7)	8
Pension Benefits \| Continental Airlines Inc
Amounts recognized in the consolidated balance sheets consist of:
Current liability	(4)	(6)
Noncurrent liability	(2,303)	(1,770)
Total liability	(2,307)	(1,776)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	(804)	(221)
Prior service cost	(13)	(15)
Total accumulated other comprehensive income (loss)	(817)	(236)
Other Postretirement Benefits
Amounts recognized in the consolidated balance sheets consist of:
Current liability	(71)	(76)
Noncurrent liability	(2,614)	(2,407)
Total liability	(2,685)	(2,483)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	(79)	33
Prior service cost	(24)	(2)
Total accumulated other comprehensive income (loss)	(103)	31
Other Postretirement Benefits \| United Air Lines Inc
Amounts recognized in the consolidated balance sheets consist of:
Current liability	(61)	(60)
Noncurrent liability	(2,384)	(2,115)
Total liability	(2,445)	(2,175)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	(80)	46
Prior service cost	(24)	(2)
Total accumulated other comprehensive income (loss)	(104)	44
Other Postretirement Benefits \| Continental Airlines Inc
Amounts recognized in the consolidated balance sheets consist of:
Current liability	(10)	(16)
Noncurrent liability	(230)	(292)
Total liability	(240)	(308)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Net actuarial gain (loss)	1	(13)
Total accumulated other comprehensive income (loss)	$ 1	$ (13)

Accumulated Benefit Obligation and Projected Benefit Obligation in Excess of Plan Assets (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	$ 4,387	$ 3,594
Accumulated benefit obligation	3,869	3,230
Fair value of plan assets	1,991	1,731
United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	144	145
Accumulated benefit obligation	125	129
Fair value of plan assets	55	58
Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	4,243	3,449
Accumulated benefit obligation	3,744	3,101
Fair value of plan assets	$ 1,936	$ 1,673

Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 99	$ 88	$ 27
Interest cost	184	178	51
Expected return on plan assets	(138)	(140)	(39)
Curtailment gain			(7)
Amortization of prior service cost (credit)	(1)	(2)	(2)
Special termination benefits			4
Settlement (gain) loss	1	1
Amortization of unrecognized actuarial (gain) loss	21	(20)	1
Net periodic benefit cost	166	105	35
Pension Benefits \| United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
Service cost	7	7	6
Interest cost	9	10	9
Expected return on plan assets	(11)	(11)	(9)
Amortization of prior service cost (credit)	(2)	(2)	(2)
Settlement (gain) loss		1
Amortization of unrecognized actuarial (gain) loss	1	1	1
Net periodic benefit cost	4	6	5
Pension Benefits \| Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
Service cost	92	81
Interest cost	175	168
Expected return on plan assets	(127)	(129)
Amortization of prior service cost (credit)	1
Settlement (gain) loss	1
Amortization of unrecognized actuarial (gain) loss	20	(21)
Net periodic benefit cost	162	99
Pension Benefits \| Continental Airlines Inc \| Successor
Defined Benefit Plan Disclosure [Line Items]
Service cost			21
Interest cost			42
Expected return on plan assets			(30)
Curtailment gain			(7)
Special termination benefits			4
Net periodic benefit cost			30
Pension Benefits \| Continental Airlines Inc \| Predecessor
Defined Benefit Plan Disclosure [Line Items]
Service cost			50
Interest cost			119
Expected return on plan assets			(82)
Amortization of prior service cost (credit)			7
Amortization of unrecognized actuarial (gain) loss			65
Net periodic benefit cost			159
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	50	47	33
Interest cost	124	127	120
Expected return on plan assets	(2)	(2)	(2)
Amortization of unrecognized actuarial (gain) loss	(3)	(2)	(12)
Net periodic benefit cost	169	170	139
Other Postretirement Benefits \| United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
Service cost	35	34	30
Interest cost	109	113	116
Expected return on plan assets	(2)	(2)	(2)
Amortization of unrecognized actuarial (gain) loss	(4)	(1)	(12)
Net periodic benefit cost	138	144	132
Other Postretirement Benefits \| Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
Service cost	15	13
Interest cost	15	14
Amortization of unrecognized actuarial (gain) loss	1	(1)
Net periodic benefit cost	$ 31	$ 26
Other Postretirement Benefits \| Continental Airlines Inc \| Successor
Defined Benefit Plan Disclosure [Line Items]
Service cost			3
Interest cost			4
Net periodic benefit cost			7
Other Postretirement Benefits \| Continental Airlines Inc \| Predecessor
Defined Benefit Plan Disclosure [Line Items]
Service cost			7
Interest cost			10
Amortization of prior service cost (credit)			16
Amortization of unrecognized actuarial (gain) loss			(3)
Net periodic benefit cost			$ 30

Amortized Accumulated Other Comprehensive Income Into Net Periodic Benefit Cost (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2012 USD ($)
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Actuarial loss to be reclassified from accumulated other comprehensive income into net periodic benefit cost	$ 73
Pension Benefits \| United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
Actuarial loss to be reclassified from accumulated other comprehensive income into net periodic benefit cost	2
Pension Benefits \| Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
Actuarial loss to be reclassified from accumulated other comprehensive income into net periodic benefit cost	71
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Actuarial loss to be reclassified from accumulated other comprehensive income into net periodic benefit cost	7
Other Postretirement Benefits \| United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
Actuarial loss to be reclassified from accumulated other comprehensive income into net periodic benefit cost	$ 7

Weighted Average Assumption Used for Benefit Plans (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits \| United Air Lines Inc
Weighted-average assumptions used to determine benefit obligations
Discount rate	3.25%	3.34%
Rate of compensation increase	3.28%	3.11%
Weighted-average assumptions used to determine net expense
Discount rate	3.40%	3.67%
Expected return on plan assets	5.65%	5.82%
Rate of compensation increase	3.15%	3.32%
Pension Benefits \| Continental Airlines Inc
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.25%	5.13%
Rate of compensation increase	2.44%	2.44%
Weighted-average assumptions used to determine net expense
Discount rate	5.13%	5.52%
Expected return on plan assets	7.75%	7.75%
Rate of compensation increase	2.44%	2.44%
Other Postretirement Benefits \| United Air Lines Inc
Weighted-average assumptions used to determine benefit obligations
Discount rate	4.13%	4.93%
Weighted-average assumptions used to determine net expense
Discount rate	4.93%	5.15%
Expected return on plan assets	4.00%	4.00%
Health care cost trend rate assumed for next year	6.75%	7.00%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2020)	5.00%	5.00%
Other Postretirement Benefits \| Continental Airlines Inc
Weighted-average assumptions used to determine benefit obligations
Discount rate	3.97%	4.78%
Weighted-average assumptions used to determine net expense
Discount rate	4.78%	4.97%
Health care cost trend rate assumed for next year	6.75%	7.00%
Rate to which the cost trend rate is assumed to decline (ultimate trend rate in 2020)	5.00%	5.00%

Allocation of Plan Asset (Detail) - Continental Airlines Inc	12 Months Ended
	Dec. 31, 2012
Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	9.50%
Equity Securities \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	38.00%
Equity Securities \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	54.00%
Fixed-Income Securities
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	6.00%
Fixed-Income Securities \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	27.00%
Fixed-Income Securities \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	33.00%
Alternatives
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	7.30%
Alternatives \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	17.00%
Alternatives \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	23.00%
Other Investments
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	3.80%
Other Investments \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	2.00%
Other Investments \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Expected Long-Term Rate of Return	6.00%

Pension and Other Postretirement Plans - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Effect on postretirement benefit obligation,1% Decrease	$ 336
Effect on total service and interest cost,1% Increase	$ 23
Percentage of pre-tax earnings paid for profit sharing plan	15.00%	15.00%
Share-based compensation program pre-tax profits excluding special items, profit sharing expense and share-based compensation program expense threshold	$ 10	$ 10
Profit sharing and payroll tax expense	119	$ 265	$ 166
Multiemployer Plans, Pension \| IAM National Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Multi-employer plan contributions	350
Minimum \| Multiemployer Plans, Pension \| IAM National Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Percent of company's contribution to plan		5.00%
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Effect on postretirement benefit obligation,1% Decrease	(280)
Effect on total service and interest cost,1% Increase	22
United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
Percentage of pre-tax earnings paid for profit sharing plan			15.00%
Share-based compensation program pre-tax profits excluding special items, profit sharing expense and share-based compensation program expense threshold			$ 10
Profit sharing and payroll tax expense		$ 122	165
United Air Lines Inc \| Multiemployer Plans, Pension \| IAM National Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Multi-employer plan contributions	$ 36	34	$ 34
United Air Lines Inc \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Employer contribution, percentage	2.00%
United Air Lines Inc \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Employer contribution, percentage	16.00%
United Air Lines Inc \| Pension Benefits \| Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Target allocation of plan assets	57.00%
United Air Lines Inc \| Pension Benefits \| Fixed-Income Securities
Defined Benefit Plan Disclosure [Line Items]
Target allocation of plan assets	43.00%
United Air Lines Inc \| Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Effect on postretirement benefit obligation,1% Decrease	$ (247)
Effect on total service and interest cost,1% Increase	$ 17
United Air Lines Inc \| Other Postretirement Benefits \| Deposit Administration Fund
Defined Benefit Plan Disclosure [Line Items]
Target allocation of plan assets	100.00%
Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
Percentage of pre-tax earnings paid for profit sharing plan			15.00%
Profit sharing and payroll tax expense	$ 119	$ 143
Continental Airlines Inc \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Employer contribution, percentage	1.00%
Continental Airlines Inc \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Employer contribution, percentage	16.00%
Continental Airlines Inc \| Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Effect on postretirement benefit obligation,1% Decrease	$ (33)
Effect on total service and interest cost,1% Increase	$ 5
Continental Airlines Inc \| Successor \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Profit sharing and payroll tax expense			$ 1
Continental Airlines Inc \| Predecessor
Defined Benefit Plan Disclosure [Line Items]
Profit sharing and payroll tax expense			$ 77

Effect of One-Percentage-Point Change in Assumed Health Care Trend Rate (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2012 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Effect on total service and interest cost,1% Increase	$ 23
Effect on post retirement benefit obligation,1% Decrease	336
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Effect on total service and interest cost,1% Increase	22
Effect on post retirement benefit obligation,1% Increase	338
Effect on total service and interest cost,1% Decrease	(18)
Effect on post retirement benefit obligation,1% Decrease	(280)
United Air Lines Inc \| Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Effect on total service and interest cost,1% Increase	17
Effect on post retirement benefit obligation,1% Increase	296
Effect on total service and interest cost,1% Decrease	(14)
Effect on post retirement benefit obligation,1% Decrease	(247)
Continental Airlines Inc \| Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Effect on total service and interest cost,1% Increase	5
Effect on post retirement benefit obligation,1% Increase	42
Effect on total service and interest cost,1% Decrease	(4)
Effect on post retirement benefit obligation,1% Decrease	$ (33)

Defined Benefit Plan Assets Measured at Fair Value Using Unobservable Inputs (Level Three) (Detail) - Level 3 - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Balance at beginning of year	$ 249	$ 250
Unrealized gains (losses) relating to assets still held at year end	(47)	6
Purchases, sales, issuances and settlements (net)	54	(7)
Balance at end of year	256	249
United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
Balance at beginning of year	100	100
Unrealized gains (losses) relating to assets still held at year end	2	3
Purchases, sales, issuances and settlements (net)	(8)	(3)
Balance at end of year	94	100
Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
Balance at beginning of year	149	150
Unrealized gains (losses) relating to assets still held at year end	(49)	3
Purchases, sales, issuances and settlements (net)	62	(4)
Balance at end of year	$ 162	$ 149

Assets, usually stocks, bonds, and other investments, that have been segregated and restricted (usually in a trust) to provide benefits, at their fair value as of the measurement date. Plan assets include amounts contributed by the employer (and by employees for a contributory plan) and amounts earned from investing the contributions, less benefits paid. If a plan has liabilities other than for benefits, those non-benefit obligations may be considered as reductions of plan assets.

Defined Contribution Benefit Plans [Line Items]

Expected Employer Contributions to Pension And Postretirement Plans (Detail) $ in Millions	Dec. 31, 2012 USD ($)
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected employer contributions	$ 217
Pension Benefits \| United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
Expected employer contributions	17
Pension Benefits \| Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
Expected employer contributions	200
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected employer contributions	134
Other Postretirement Benefits \| United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
Expected employer contributions	124
Other Postretirement Benefits \| Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
Expected employer contributions	$ 10

Estimated Future Benefit Payments (Detail) $ in Millions	Dec. 31, 2012 USD ($)
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
2013	$ 312
2014	317
2015	321
2016	320
2017	317
Years 2018 - 2022	1,579
Pension Benefits \| United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
2013	11
2014	11
2015	9
2016	10
2017	11
Years 2018 - 2022	67
Pension Benefits \| Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
2013	301
2014	306
2015	312
2016	310
2017	306
Years 2018 - 2022	1,512
Other Postretirement Benefits
Defined Benefit Plan Disclosure [Line Items]
2013	136
2014	143
2015	150
2016	159
2017	166
Years 2018 - 2022	964
Other Postretirement Benefits \| United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
2013	126
2014	131
2015	137
2016	144
2017	150
Years 2018 - 2022	865
Other Postretirement Benefits \| Continental Airlines Inc
Defined Benefit Plan Disclosure [Line Items]
2013	10
2014	12
2015	13
2016	15
2017	16
Years 2018 - 2022	99
Other Postretirement-Subsidy Receipts
Defined Benefit Plan Disclosure [Line Items]
2013	7
2014	8
2015	9
2016	10
2017	11
Years 2018 - 2022	61
Other Postretirement-Subsidy Receipts \| United Air Lines Inc
Defined Benefit Plan Disclosure [Line Items]
2013	7
2014	8
2015	9
2016	10
2017	11
Years 2018 - 2022	$ 61

Schedule of Defined Contribution (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

^[1]

$ 366

$ 325

$ 254

Defined Contribution Benefit Plans [Line Items]

^[1]

254

230

231

Defined Contribution Benefit Plans [Line Items]

$ 112

$ 95

Defined Contribution Benefit Plans [Line Items]

Pension Protection Act Zone Status (2012 and 2011)

$ 74

[1]	UAL and United amounts include International Association of Machinists ("IAM") multi-employer plan contributions of $36 million, $34 million and $34 million for years ended December 31, 2012, 2011 and 2010, respectively.

Schedule of Defined Contribution (Parenthetical) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Ual And United \| IAM National Pension Plan
Defined Contribution Benefit Plans [Line Items]
Multi-employer plan contributions	$ 36	$ 34	$ 34

Multi-Employer Plans (Detail) - Multiemployer Plans, Pension - IAM National Pension Plan - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Multiemployer Plans [Line Items]

EIN/ Pension Plan Number

51-6031295 - 002

^[1]

Green

FIP/RP Status Pending/Implemented

United's Contributions

$ 350

Surcharge Imposed

Accumulated Other Comprehensive Income [Line Items]

Multiemployer Plans [Line Items]

United's Contributions

$ 36

$ 34

[1]	Plans in the green zone are at least 80 percent funded.

Multi-Employer Plans (Parenthetical) (Detail)	Dec. 31, 2012
Minimum \| Multiemployer Plans, Pension \| IAM National Pension Plan
Multiemployer Plans [Line Items]
Green zone funded percentage	80.00%

Operating Revenue by Principle Geographic Region (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information [Line Items]
Total revenues	$ 37,152	$ 37,110	$ 23,325
Domestic (U.S. and Canada)
Segment Reporting Information [Line Items]
Total revenues	21,276	21,922	14,382
Pacific
Segment Reporting Information [Line Items]
Total revenues	6,040	5,404	3,971
Atlantic
Segment Reporting Information [Line Items]
Total revenues	6,582	6,675	3,912
Latin America
Segment Reporting Information [Line Items]
Total revenues	3,254	3,109	1,060
United Air Lines Inc
Segment Reporting Information [Line Items]
Total revenues	20,961	21,155	19,778
United Air Lines Inc \| Domestic (U.S. and Canada)
Segment Reporting Information [Line Items]
Total revenues	12,350	13,048	12,407
United Air Lines Inc \| Pacific
Segment Reporting Information [Line Items]
Total revenues	4,327	3,845	3,600
United Air Lines Inc \| Atlantic
Segment Reporting Information [Line Items]
Total revenues	3,359	3,483	3,212
United Air Lines Inc \| Latin America
Segment Reporting Information [Line Items]
Total revenues	925	779	559
Continental Airlines Inc \| Successor
Segment Reporting Information [Line Items]
Total revenues	16,975	16,175	3,563
Continental Airlines Inc \| Successor \| Domestic (U.S. and Canada)
Segment Reporting Information [Line Items]
Total revenues	9,710	9,094	1,991
Continental Airlines Inc \| Successor \| Pacific
Segment Reporting Information [Line Items]
Total revenues	1,713	1,559	371
Continental Airlines Inc \| Successor \| Atlantic
Segment Reporting Information [Line Items]
Total revenues	3,223	3,192	700
Continental Airlines Inc \| Successor \| Latin America
Segment Reporting Information [Line Items]
Total revenues	$ 2,329	$ 2,330	501
Continental Airlines Inc \| Predecessor
Segment Reporting Information [Line Items]
Total revenues			10,788
Continental Airlines Inc \| Predecessor \| Domestic (U.S. and Canada)
Segment Reporting Information [Line Items]
Total revenues			5,870
Continental Airlines Inc \| Predecessor \| Pacific
Segment Reporting Information [Line Items]
Total revenues			1,080
Continental Airlines Inc \| Predecessor \| Atlantic
Segment Reporting Information [Line Items]
Total revenues			2,299
Continental Airlines Inc \| Predecessor \| Latin America
Segment Reporting Information [Line Items]
Total revenues			$ 1,539

Components of Accumulated Other Comprehensive Income (loss), Net of Tax (Detail) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2010

Sep. 30, 2010

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

$ 35

$ (417)

$ 387

$ 35

141

(503)

Change in fair value of other financial instruments

(51)

163

168

Reclassification of unrecognized net actuarial gains(losses) into earnings

(24)

(12)

(747)

(440)

107

$ 387

(1,046)

(417)

387

Accumulated Other Comprehensive Income [Line Items]

(128)

(417)

Change in fair value of other financial instruments

(23)

172

101

(3)

Reclassification of unrecognized net actuarial gains(losses) into earnings

(5)

(2)

(12)

(159)

(136)

(232)

(128)

Accumulated Other Comprehensive Income [Line Items]

(297)

(821)

(297)

Accumulated Other Comprehensive Income [Line Items]

(1,092)

(1,185)

(13)

Reclassification of unrecognized net actuarial gains(losses) into earnings

Reclassification of prior service cost into earnings

(3)

(1,092)

Accumulated Other Comprehensive Income [Line Items]

Continental-Successor Company Elimination of accumulated other comprehensive income in connection with the Merger

(1,162)

(297)

290

(16)

(86)

Change in fair value of other financial instruments

(28)

(9)

Reclassification of unrecognized net actuarial gains(losses) into earnings

(22)

Income tax expense on other comprehensive income

243

(588)

(471)

^[1]

(6)

Continental Airlines Inc | Successor | Accumulated Other Comprehensive Income (Loss)

290

(821)

(297)

290

Accumulated Other Comprehensive Income [Line Items]

Continental-Successor Company Elimination of accumulated other comprehensive income in connection with the Merger

1,092

Accumulated Defined Benefit Plans Adjustment

Accumulated Other Comprehensive Income [Line Items]

(312)

152

Reclassification of unrecognized net actuarial gains(losses) into earnings

(24)

(12)

(747)

(440)

107

Accumulated Defined Benefit Plans Adjustment | United Air Lines Inc

152

(1,042)

(312)

152

Accumulated Other Comprehensive Income [Line Items]

(62)

(91)

Reclassification of unrecognized net actuarial gains(losses) into earnings

(5)

(2)

(12)

(159)

(136)

Accumulated Defined Benefit Plans Adjustment | Continental Airlines Inc | Predecessor

(91)

(226)

(62)

(91)

Accumulated Other Comprehensive Income [Line Items]

(1,193)

(1,275)

Reclassification of unrecognized net actuarial gains(losses) into earnings

Reclassification of prior service cost into earnings

(3)

Accumulated Defined Benefit Plans Adjustment | Continental Airlines Inc | Successor

(1,193)

Accumulated Other Comprehensive Income [Line Items]

(250)

243

Reclassification of unrecognized net actuarial gains(losses) into earnings

(22)

243

(588)

(471)

Accumulated Defined Benefit Plans Adjustment | Continental Airlines Inc | Successor | Accumulated Other Comprehensive Income (Loss)

243

(816)

(250)

243

Accumulated Other Comprehensive Income [Line Items]

Continental-Successor Company Elimination of accumulated other comprehensive income in connection with the Merger

1,193

Accumulated Net Unrealized Investment Gain (Loss)

Accumulated Other Comprehensive Income [Line Items]

(22)

(105)

235

(22)

141

(503)

Change in fair value of other financial instruments

(51)

163

168

Accumulated Net Unrealized Investment Gain (Loss) | United Air Lines Inc

235

(4)

(105)

235

Accumulated Other Comprehensive Income [Line Items]

(22)

(66)

182

(22)

(417)

Change in fair value of other financial instruments

(23)

172

101

(3)

Accumulated Net Unrealized Investment Gain (Loss) | Continental Airlines Inc | Predecessor

182

(6)

(66)

182

Accumulated Other Comprehensive Income [Line Items]

(13)

Accumulated Net Unrealized Investment Gain (Loss) | Continental Airlines Inc | Successor

Accumulated Other Comprehensive Income [Line Items]

(41)

(16)

(86)

Change in fair value of other financial instruments

(28)

(9)

Accumulated Net Unrealized Investment Gain (Loss) | Continental Airlines Inc | Successor | Accumulated Other Comprehensive Income (Loss)

(41)

Accumulated Other Comprehensive Income [Line Items]

Continental-Successor Company Elimination of accumulated other comprehensive income in connection with the Merger

(23)

Accumulated Tax on Other Comprehensive Income | Continental Airlines Inc | Predecessor

Accumulated Other Comprehensive Income [Line Items]

Accumulated Tax on Other Comprehensive Income | Continental Airlines Inc | Successor

$ 78

Accumulated Other Comprehensive Income [Line Items]

(6)

Income tax expense on other comprehensive income

^[1]

(6)

Accumulated Tax on Other Comprehensive Income | Continental Airlines Inc | Successor | Accumulated Other Comprehensive Income (Loss)

(6)

$ (6)

Accumulated Other Comprehensive Income [Line Items]

Continental-Successor Company Elimination of accumulated other comprehensive income in connection with the Merger

$ (78)

[1]	Taxes on other comprehensive income did not impact Continental's net deferred tax position due to an offsetting tax benefit on the loss from continuing operations as described in Note 8.

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011
Convertible Debt Derivative Asset \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Convertible debt derivative asset	$ 268	$ 193
Convertible Debt Option Liability \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Convertible debt option liability	(128)	(95)
Fair Value, Measurements, Recurring \| Cash and Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	4,770	6,246
Fair Value, Measurements, Recurring \| Cash and Cash Equivalents \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	1,999	2,782
Fair Value, Measurements, Recurring \| Cash and Cash Equivalents \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	2,766	3,458
Fair Value, Measurements, Recurring \| Auction Rate Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	116	113
Fair Value, Measurements, Recurring \| Auction Rate Securities \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	116	113
Fair Value, Measurements, Recurring \| CDARS
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	367	355
Fair Value, Measurements, Recurring \| CDARS \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	228	268
Fair Value, Measurements, Recurring \| CDARS \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	139	87
Fair Value, Measurements, Recurring \| Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	715	478
Fair Value, Measurements, Recurring \| Asset-backed Securities \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	699	449
Fair Value, Measurements, Recurring \| Asset-backed Securities \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	16	29
Fair Value, Measurements, Recurring \| Corporate Debt
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	537	515
Fair Value, Measurements, Recurring \| Corporate Debt \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	398	377
Fair Value, Measurements, Recurring \| Corporate Debt \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	139	138
Fair Value, Measurements, Recurring \| U.S. Government And Agency Notes
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	12	22
Fair Value, Measurements, Recurring \| U.S. Government And Agency Notes \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	4	17
Fair Value, Measurements, Recurring \| U.S. Government And Agency Notes \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	8	5
Fair Value, Measurements, Recurring \| Other Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	26	33
Fair Value, Measurements, Recurring \| Other Fixed Income Securities \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	2	17
Fair Value, Measurements, Recurring \| Other Fixed Income Securities \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	24	16
Fair Value, Measurements, Recurring \| Fuel Derivatives, Net
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fuel derivatives, net	46	73
Fair Value, Measurements, Recurring \| Fuel Derivatives, Net \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fuel derivatives, net	18	29
Fair Value, Measurements, Recurring \| Fuel Derivatives, Net \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fuel derivatives, net	28	44
Fair Value, Measurements, Recurring \| Foreign Currency Derivatives
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Foreign currency derivatives		(1)
Fair Value, Measurements, Recurring \| Foreign Currency Derivatives \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Foreign currency derivatives		(1)
Fair Value, Measurements, Recurring \| Restricted Cash
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Restricted cash	447	569
Fair Value, Measurements, Recurring \| Restricted Cash \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Restricted cash	110	135
Fair Value, Measurements, Recurring \| Restricted Cash \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Restricted cash	337	433
Fair Value, Measurements, Recurring \| Convertible Debt Derivative Asset \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Convertible debt derivative asset	268	193
Fair Value, Measurements, Recurring \| Convertible Debt Option Liability \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Convertible debt option liability	(128)	(95)
Fair Value, Measurements, Recurring \| EETC
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
EETC	63	60
Fair Value, Measurements, Recurring \| EETC \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
EETC	63	60
Fair Value, Measurements, Recurring \| Level 1 \| Cash and Cash Equivalents
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	4,770	6,246
Fair Value, Measurements, Recurring \| Level 1 \| Cash and Cash Equivalents \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	1,999	2,782
Fair Value, Measurements, Recurring \| Level 1 \| Cash and Cash Equivalents \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash and cash equivalents	2,766	3,458
Fair Value, Measurements, Recurring \| Level 1 \| Restricted Cash
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Restricted cash	447	569
Fair Value, Measurements, Recurring \| Level 1 \| Restricted Cash \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Restricted cash	110	135
Fair Value, Measurements, Recurring \| Level 1 \| Restricted Cash \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Restricted cash	337	433
Fair Value, Measurements, Recurring \| Level 2 \| CDARS
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	367	355
Fair Value, Measurements, Recurring \| Level 2 \| CDARS \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	228	268
Fair Value, Measurements, Recurring \| Level 2 \| CDARS \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	139	87
Fair Value, Measurements, Recurring \| Level 2 \| Asset-backed Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	715	478
Fair Value, Measurements, Recurring \| Level 2 \| Asset-backed Securities \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	699	449
Fair Value, Measurements, Recurring \| Level 2 \| Asset-backed Securities \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	16	29
Fair Value, Measurements, Recurring \| Level 2 \| Corporate Debt
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	537	515
Fair Value, Measurements, Recurring \| Level 2 \| Corporate Debt \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	398	377
Fair Value, Measurements, Recurring \| Level 2 \| Corporate Debt \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	139	138
Fair Value, Measurements, Recurring \| Level 2 \| U.S. Government And Agency Notes
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	12	22
Fair Value, Measurements, Recurring \| Level 2 \| U.S. Government And Agency Notes \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	4	17
Fair Value, Measurements, Recurring \| Level 2 \| U.S. Government And Agency Notes \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	8	5
Fair Value, Measurements, Recurring \| Level 2 \| Other Fixed Income Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	26	33
Fair Value, Measurements, Recurring \| Level 2 \| Other Fixed Income Securities \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	2	17
Fair Value, Measurements, Recurring \| Level 2 \| Other Fixed Income Securities \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	24	16
Fair Value, Measurements, Recurring \| Level 2 \| Fuel Derivatives, Net
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fuel derivatives, net	46	73
Fair Value, Measurements, Recurring \| Level 2 \| Fuel Derivatives, Net \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fuel derivatives, net	18	29
Fair Value, Measurements, Recurring \| Level 2 \| Fuel Derivatives, Net \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fuel derivatives, net	28	44
Fair Value, Measurements, Recurring \| Level 2 \| Foreign Currency Derivatives
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Foreign currency derivatives		(1)
Fair Value, Measurements, Recurring \| Level 2 \| Foreign Currency Derivatives \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Foreign currency derivatives		(1)
Fair Value, Measurements, Recurring \| Level 3 \| Auction Rate Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	116	113
Fair Value, Measurements, Recurring \| Level 3 \| Auction Rate Securities \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Short-term investments	116	113
Fair Value, Measurements, Recurring \| Level 3 \| Convertible Debt Derivative Asset \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Convertible debt derivative asset	268	193
Fair Value, Measurements, Recurring \| Level 3 \| Convertible Debt Option Liability \| Continental Airlines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Convertible debt option liability	(128)	(95)
Fair Value, Measurements, Recurring \| Level 3 \| EETC
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
EETC	63	60
Fair Value, Measurements, Recurring \| Level 3 \| EETC \| United Air Lines Inc
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
EETC	$ 63	$ 60

Activity for "Level Three" Financial Assets and Financial Liabilities (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Auction Rate Securities

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Gains reported in earnings

^[1]

$ 113

$ 119

Settlements

^[1]

(10)

^[1]

Reported in other comprehensive income (loss)

^[1]

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

^[1]

116

113

EETC

Reported in other comprehensive income (loss)

^[1]

Settlements

^[1]

(5)

(4)

^[1]

(2)

Continental Airlines Inc | Auction Rate Securities

^[1]

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Purchases, sales, issuances and settlements (net)

113

119

(10)

Realized

Unrealized

Reported in other comprehensive income

Continental Airlines Inc | Convertible Debt Derivative Asset

116

113

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

193

286

Unrealized

(93)

Continental Airlines Inc | Convertible Debt Option Liability

268

193

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

(95)

(164)

Unrealized

(33)

$ (128)

$ (95)

[1]	For 2012 and 2011, United's only Level 3 recurring measurements are the above EETC securities.

Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Fair Value [Line Items]
Intangible assets impairment charges	$ 30	$ 4
United Air Lines Inc \| EETC
Fair Value [Line Items]
Investment securities, unrealized gains (losses)	2
Continental Airlines Inc \| Auction Rate Securities
Fair Value [Line Items]
Auction rate securities, par value	$ 135
Debt instrument, interest rates reset interval	28 days
Continental Airlines Inc \| Auction Rate Securities \| Minimum
Fair Value [Line Items]
Debt instrument, maturity period	10 years
Debt instrument, interest rates reset interval	7 days
Continental Airlines Inc \| Auction Rate Securities \| Maximum
Fair Value [Line Items]
Debt instrument, interest rates reset interval	35 days

Carrying Values and Estimated Fair Values of Financial Instruments (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 12,404
Carrying (Reported) Amount, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	12,252	$ 11,682
Estimate of Fair Value, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	13,419	11,992
Estimate of Fair Value, Fair Value Disclosure \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	8,045	859
Estimate of Fair Value, Fair Value Disclosure \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	5,374	11,133
United Air Lines Inc
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	5,548
United Air Lines Inc \| Carrying (Reported) Amount, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	5,375	5,745
United Air Lines Inc \| Estimate of Fair Value, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	5,595	5,630
United Air Lines Inc \| Estimate of Fair Value, Fair Value Disclosure \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	2,272
United Air Lines Inc \| Estimate of Fair Value, Fair Value Disclosure \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	3,323	5,630
Continental Airlines Inc
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	6,511
Continental Airlines Inc \| Carrying (Reported) Amount, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	6,475	5,528
Continental Airlines Inc \| Estimate of Fair Value, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	6,865	5,503
Continental Airlines Inc \| Estimate of Fair Value, Fair Value Disclosure \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	4,814
Continental Airlines Inc \| Estimate of Fair Value, Fair Value Disclosure \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 2,051	$ 5,503

Quantitative Information about Level 3 Fair Value Measurements (Detail)
$ in Millions

12 Months Ended

Dec. 31, 2012

USD ($)

Auction Rate Securities

Level 3 Financial Instruments, asset

$ 116

Discounted Cash Flows

Level 3 fair value measurements, expected repayments, period

Credit risk premium Illiquidity premium Expected repayments

^[1],[2],[3]

Assumed repayment in years 2013 through 2036

Auction Rate Securities | Minimum

Assumed repayment in years

2013

Auction Rate Securities | Maximum

Assumed repayment in years

2036

Auction Rate Securities | Credit Risk Premium

Auction Rate Securities | Illiquidity Premium

1.00%

5.00%

EETC

Level 3 Financial Instruments, asset

$ 63

Discounted Cash Flows

EETC | Structure Credit Risk

Structure credit risk

^[4]

Level 3 fair value measurements, weighted average percentage

6.00%

EETC | Structure Credit Risk | Minimum

EETC | Structure Credit Risk | Maximum

6.00%

Convertible Debt Derivative Asset

7.00%

Level 3 Financial Instruments, asset

$ 268

Binomial Lattice Model

Convertible Debt Derivative Asset | Expected Volatility

Expected volatility Own credit risk

^[5],[6]

Level 3 fair value measurements, weighted average percentage

48.00%

Convertible Debt Derivative Asset | Expected Volatility | Minimum

Convertible Debt Derivative Asset | Expected Volatility | Maximum

45.00%

Convertible Debt Derivative Asset | Own Credit Risk

60.00%

Level 3 fair value measurements, weighted average percentage

8.00%

Convertible Debt Derivative Asset | Own Credit Risk | Minimum

Convertible Debt Derivative Asset | Own Credit Risk | Maximum

7.00%

Convertible Debt Option Liability

9.00%

Level 3 Financial Instruments, liability

$ (128)

Binomial Lattice Model

Convertible Debt Option Liability | Expected Volatility

Expected volatility Own credit risk

^[5],[6]

Level 3 fair value measurements, weighted average percentage

49.00%

Convertible Debt Option Liability | Expected Volatility | Minimum

Convertible Debt Option Liability | Expected Volatility | Maximum

45.00%

Convertible Debt Option Liability | Own Credit Risk

60.00%

Level 3 fair value measurements, weighted average percentage

8.00%

Convertible Debt Option Liability | Own Credit Risk | Minimum

Convertible Debt Option Liability | Own Credit Risk | Maximum

7.00%

Net derivative assets with counterparties

9.00%

[1]	Represents the credit risk premium component of the discount rate that the Company has determined market participants would use in pricing the investments.
[2]	Represents the estimated timing of principal repayments used in the discounted cash flow model.
[3]	Represents the illiquidity premium component of the discount rate that the Company has determined market participants would use in pricing the investments.
[4]	Represents the credit risk premium of the EETC structure above the risk-free rate that the Company has determined market participants would use in pricing the instruments.
[5]	Represents the range in volatility estimates that the Company has determined market participants would use when pricing the instruments.
[6]	Represents the range of Company-specific risk adjustments that the Company has determined market participants would use as a model input.

Fair Value Assets Measured on Nonrecurring Basis (Detail) - Airport Slots - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 102	$ 8
Loss	$ 30	$ 4

Hedging Activities - Additional Information (Detail) gal in Millions	Dec. 31, 2012 gal
2013 Projected
Derivatives And Hedging Activities [Line Items]
Percentage of projected fuel requirements 2013	31.00%
Volume of fuel hedging for 2013	1,200
2014 Projected
Derivatives And Hedging Activities [Line Items]
Percentage of projected fuel requirements 2013	2.00%
Volume of fuel hedging for 2013	63

Description of Derivative Instruments (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	$ 5	$ 4
Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts due within one year, Assets	51	77
Other Liabilities Current
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	4	4
Other Liabilities Noncurrent
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	1
United Air Lines Inc
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	3	4
United Air Lines Inc \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts due within one year, Assets	31	48
United Air Lines Inc \| Other Liabilities Current
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	2	4
United Air Lines Inc \| Other Liabilities Noncurrent
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	1
Continental Airlines Inc
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	2
Continental Airlines Inc \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts due within one year, Assets	20	29
Continental Airlines Inc \| Other Liabilities Current
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	2
Designated as Hedging Instrument \| Cash Flow Hedging \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts due within one year, Assets	7	77
Designated as Hedging Instrument \| Cash Flow Hedging \| Other Liabilities Current
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	2	4
Designated as Hedging Instrument \| Cash Flow Hedging \| United Air Lines Inc \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts due within one year, Assets	5	48
Designated as Hedging Instrument \| Cash Flow Hedging \| United Air Lines Inc \| Other Liabilities Current
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	1	4
Designated as Hedging Instrument \| Cash Flow Hedging \| Continental Airlines Inc \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts due within one year, Assets	2	$ 29
Designated as Hedging Instrument \| Cash Flow Hedging \| Continental Airlines Inc \| Other Liabilities Current
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	1
Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	3
Not Designated as Hedging Instrument \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts due within one year, Assets	44
Not Designated as Hedging Instrument \| Other Liabilities Current
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	2
Not Designated as Hedging Instrument \| Other Liabilities Noncurrent
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	1
Not Designated as Hedging Instrument \| United Air Lines Inc
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	2
Not Designated as Hedging Instrument \| United Air Lines Inc \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts due within one year, Assets	26
Not Designated as Hedging Instrument \| United Air Lines Inc \| Other Liabilities Current
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	1
Not Designated as Hedging Instrument \| United Air Lines Inc \| Other Liabilities Noncurrent
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	1
Not Designated as Hedging Instrument \| Continental Airlines Inc
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	1
Not Designated as Hedging Instrument \| Continental Airlines Inc \| Receivables
Derivatives, Fair Value [Line Items]
Fuel contracts due within one year, Assets	18
Not Designated as Hedging Instrument \| Continental Airlines Inc \| Other Liabilities Current
Derivatives, Fair Value [Line Items]
Fuel contracts Liabilities	$ 1

Schedule of Gains (Losses) on Derivative Instruments (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Designated as Hedging Instrument \| Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	$ (51)	$ 163
Gain (Loss) Reclassified from AOCI into Income (Fuel Expense) (Effective Portion)	(141)	503
Amount of Gain (Loss) Recognized in Income (Nonoperating Expense) (Ineffective Portion)	(1)	(59)
Designated as Hedging Instrument \| Cash Flow Hedging \| United Air Lines Inc
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	(23)	172
Gain (Loss) Reclassified from AOCI into Income (Fuel Expense) (Effective Portion)	(76)	417
Amount of Gain (Loss) Recognized in Income (Nonoperating Expense) (Ineffective Portion)		(21)
Designated as Hedging Instrument \| Cash Flow Hedging \| Continental Airlines Inc
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)	(28)	(9)
Gain (Loss) Reclassified from AOCI into Income (Fuel Expense) (Effective Portion)	(65)	86
Amount of Gain (Loss) Recognized in Income (Nonoperating Expense) (Ineffective Portion)	(1)	$ (38)
Not Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Aircraft Fuel Gain (Loss)			$ (35)
Nonoperating Income (Expense)	38
Total Gain (Loss)	38		(35)
Not Designated as Hedging Instrument \| United Air Lines Inc
Derivative Instruments, Gain (Loss) [Line Items]
Aircraft Fuel Gain (Loss)			(35)
Nonoperating Income (Expense)	22
Total Gain (Loss)	22		$ (35)
Not Designated as Hedging Instrument \| Continental Airlines Inc
Derivative Instruments, Gain (Loss) [Line Items]
Nonoperating Income (Expense)	16
Total Gain (Loss)	$ 16

Schedule of Derivative Credit Risk and Fair Value (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

Derivative [Line Items]

$ 46

$ 73

Collateral held by the Company

^[1]

Potential loss related to the failure of the Company's counterparties to perform

Net derivative assets with counterparties

Derivative [Line Items]

Collateral held by the Company

^[1]

Potential loss related to the failure of the Company's counterparties to perform

Net derivative assets with counterparties

Derivative [Line Items]

Collateral held by the Company

^[1]

Potential loss related to the failure of the Company's counterparties to perform

$ 18

$ 29

[1]	Classified as an other current liability.

Debt (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

Aug. 31, 2010

Less: current maturities

$ (1,812)

$ (1,186)

10,440

10,496

Less: unamortized debt discount

5,548

6,020

(173)

(275)

Less: current maturities

(1,090)

(615)

4,285

5,130

Less: unamortized debt discount

6,511

5,542

Less: current maturities

(722)

(571)

6% senior convertible notes due 2029

5,753

4,957

Secured Debt | Notes payable, fixed interest rates of 6.64% to 12% Weighted Average Rate of 9.20% Payable Through 2022 | United Air Lines Inc

345

Secured Debt | Amended credit facility, LIBOR plus 2.0%, due 2014 | United Air Lines Inc

1,773

1,995

Secured Debt | Notes payable, floating interest rates of LIBOR plus 0.20% to 5.46%, payable through 2019 | United Air Lines Inc

1,201

1,219

Secured Debt | 9.875% senior secured notes and 12% second lien due 2013 | United Air Lines Inc

706

985

Secured Debt | 12.75% senior secured notes due 2012 | United Air Lines Inc

600

650

Secured Debt | Notes Payable Fixed Interest Rates of 4.75% to 9.25% Weighted Average rate of 7.09% Payable 2022 | Continental Airlines Inc

172

Secured Debt | Notes payable, floating interest rates of LIBOR plus 0.35% to 5.0%, due 2021 | Continental Airlines Inc

4,170

3,093

Secured Debt | 6.75% senior secured notes due 2015 | Continental Airlines Inc

962

1,171

Unsecured Debt | UAL 4.5% Senior Limited-Subordination Convertible Notes | United Air Lines Inc

800

$ 800

Unsecured Debt | United Air Lines Six Percent Senior Notes Due Twenty Twenty Six to Twenty Twenty Eight | United Air Lines Inc

156

Unsecured Debt | UAL 6% Senior Convertible Notes | United Air Lines Inc

652

Unsecured Debt | United Air Lines 8% Senior Notes Due 2024 | United Air Lines Inc

652

Unsecured Debt | 8% senior notes due 2026 | United Air Lines Inc

400

Unsecured Debt | Other Debt | United Air Lines Inc

125

Unsecured Debt | Other Debt | Continental Airlines Inc

Unsecured Debt | Continental 6% Convertible Junior Subordinated Debentures | Continental Airlines Inc

101

Unsecured Debt | Continental 4.5% Convertible Notes | Continental Airlines Inc

248

Adjusted For Embedded Conversion Options | Continental Airlines Inc

230

^[1]

$ 5,810

$ 5,021

[1]

As further described below under "Convertible Debt Securities," there is a basis difference between UAL and Continental debt values, because we were required to apply different accounting methodologies. The Continental debt presented above does not agree to Continental's balance sheet by the amount of this adjustment.

Debt (Parenthetical) (Detail)	12 Months Ended
Debt (Parenthetical) (Detail)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Aug. 31, 2010
UAL 6% Senior Convertible Notes
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate	6.00%	6.00%	6.00%
Debt instrument, maturity date	2031
United Air Lines 8% Senior Notes Due 2024
Debt Instrument [Line Items]
Debt instrument, maturity date	2024
6% senior convertible notes due 2029
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate	6.00%	6.00%
Debt instrument, maturity date	2029	2029
United Air Lines Inc \| UAL 6% Senior Convertible Notes
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate	6.00%	6.00%	6.00%
United Air Lines Inc \| Secured Debt \| Notes payable, fixed interest rates of 6.64% to 12% Weighted Average Rate of 9.20% Payable Through 2022
Debt Instrument [Line Items]
Debt instrument stated interest rate, minimum	6.64%	6.64%
Debt instrument stated interest rate, maximum	12.00%	12.00%
Weighted average interest rate	9.20%
Debt instrument, maturity date	2022	2022
United Air Lines Inc \| Secured Debt \| Amended credit facility, LIBOR plus 2.0%, due 2014
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.00%	2.00%
Debt instrument, maturity date	2014	2014
United Air Lines Inc \| Secured Debt \| Notes payable, floating interest rates of LIBOR plus 0.20% to 5.46%, payable through 2019
Debt Instrument [Line Items]
Debt instrument, maturity date	2019	2019
United Air Lines Inc \| Secured Debt \| Notes payable, floating interest rates of LIBOR plus 0.20% to 5.46%, payable through 2019 \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.20%	0.20%
United Air Lines Inc \| Secured Debt \| Notes payable, floating interest rates of LIBOR plus 0.20% to 5.46%, payable through 2019 \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	5.46%	5.46%
United Air Lines Inc \| Secured Debt \| 9.875% Senior Notes Due 2013
Debt Instrument [Line Items]
Debt instrument stated interest rate	9.875%	9.875%
Debt instrument, maturity date	2013	2013
United Air Lines Inc \| Secured Debt \| 12% Second Lien Due 2013
Debt Instrument [Line Items]
Debt instrument stated interest rate	12.00%	12.00%
Debt instrument, maturity date	2013	2013
United Air Lines Inc \| Secured Debt \| 12.75% senior secured notes due 2012
Debt Instrument [Line Items]
Debt instrument stated interest rate	12.75%	12.75%
Debt instrument, maturity date	2012	2012
United Air Lines Inc \| Unsecured Debt \| UAL 4.5% Senior Limited-Subordination Convertible Notes
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate	4.50%	4.50%
Debt instrument, maturity date	2021	2021
United Air Lines Inc \| Unsecured Debt \| United Air Lines Six Percent Senior Notes Due Twenty Twenty Six to Twenty Twenty Eight
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate	6.00%
United Air Lines Inc \| Unsecured Debt \| United Air Lines Six Percent Senior Notes Due Twenty Twenty Six to Twenty Twenty Eight \| Minimum
Debt Instrument [Line Items]
Debt instrument, maturity date	2026
United Air Lines Inc \| Unsecured Debt \| United Air Lines Six Percent Senior Notes Due Twenty Twenty Six to Twenty Twenty Eight \| Maximum
Debt Instrument [Line Items]
Debt instrument, maturity date	2028
United Air Lines Inc \| Unsecured Debt \| UAL 6% Senior Convertible Notes
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate		6.00%
Debt instrument, maturity date		2031
United Air Lines Inc \| Unsecured Debt \| United Air Lines 8% Senior Notes Due 2024
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate	8.00%
Debt instrument, maturity date	2024
United Air Lines Inc \| Unsecured Debt \| 8% senior notes due 2026
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate		8.00%
Debt instrument, maturity date		2026
Continental Airlines Inc \| Secured Debt \| Notes Payable Fixed Interest Rates of 4.75% to 9.25% Weighted Average rate of 7.09% Payable 2022
Debt Instrument [Line Items]
Debt instrument stated interest rate, minimum	4.00%	4.00%
Debt instrument stated interest rate, maximum	9.25%	9.25%
Weighted average interest rate	6.05%
Continental Airlines Inc \| Secured Debt \| Fixed Interest Of Four Point Seven Five Percent To Nine Point Two Five Weighted Average Of Seven Point Zero Nine As Of December Thirty One, Two Thousand Eleven, Through Twenty Twenty Two
Debt Instrument [Line Items]
Debt instrument, maturity date	2024	2024
Continental Airlines Inc \| Secured Debt \| Notes payable, floating interest rates of LIBOR plus 0.35% to 5.0%, due 2021
Debt Instrument [Line Items]
Debt instrument, maturity date	2022	2022
Continental Airlines Inc \| Secured Debt \| Notes payable, floating interest rates of LIBOR plus 0.35% to 5.0%, due 2021 \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.35%	0.35%
Continental Airlines Inc \| Secured Debt \| Notes payable, floating interest rates of LIBOR plus 0.35% to 5.0%, due 2021 \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	5.00%	5.00%
Continental Airlines Inc \| Secured Debt \| 6.75% senior secured notes due 2015
Debt Instrument [Line Items]
Debt instrument stated interest rate	6.75%	6.75%		6.75%
Debt instrument, maturity date	2015	2015		2015
Continental Airlines Inc \| Unsecured Debt \| Continental 6% Convertible Junior Subordinated Debentures
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate	6.00%	6.00%
Debt instrument, maturity date	2030	2030
Continental Airlines Inc \| Unsecured Debt \| Continental 4.5% Convertible Notes
Debt Instrument [Line Items]
Debt instrument convertible effective interest rate	4.50%	4.50%
Debt instrument, maturity date	2015	2015

Contractual Principal payments (Detail) $ in Millions	Dec. 31, 2012 USD ($)
Debt Instrument [Line Items]
2013	$ 1,812
2014	2,120
2015	2,023
2016	985
2017	545
After 2017	4,919
Long term debt	12,404
United Air Lines Inc
Debt Instrument [Line Items]
2013	1,090
2014	1,653
2015	395
2016	431
2017	284
After 2017	1,695
Long term debt	5,548
Continental Airlines Inc
Debt Instrument [Line Items]
2013	722
2014	467
2015	1,628
2016	554
2017	261
After 2017	2,879
Long term debt	$ 6,511

Debt - Additional Information (Detail) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions

1 Months Ended

12 Months Ended

Oct. 31, 2012

Jun. 30, 2011

Nov. 30, 2000

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Feb. 01, 2013

Jun. 30, 2012

Mar. 31, 2012

Aug. 31, 2010

Debt extinguishment charge

$ 309.0

12,404.0

1,121.0

$ 152.0

$ 2,086.0

Revolving Credit Facility

10,440.0

$ 10,496.0

Line of credit maximum borrowing capacity

$ 500.0

Line of credit expiration date

Jan. 30, 2015

Commitment fee

0.50%

Performance Bonds

Credit facility expiration year

2016

6% senior convertible notes due 2029

Debt instrument convertible effective interest rate

6.00%

2029

Conversion price

$ 8.69

Class A Pass Through Certificates and Class B Pass Through Certificates

$ 345.0

Continental 5% Convertible Notes

$ 844.0

Debt instrument convertible effective interest rate

5.00%

2023

UAL 8% Contingent Senior Notes

$ 175.0

Debt instrument convertible effective interest rate

8.00%

Debt instrument convertible effective interest rate

$ 188.0

$ 125.0

8.00%

Debt instrument, fair value

$ 88.0

Present Value of obligation recorded as liability

$ 48.0

Issuance of senior notes equal tranches

$ 62.5

United Air Lines 8% Senior Notes Due 2024

2024

UAL 6% Senior Convertible Notes

$ 400.0

Debt instrument convertible effective interest rate

6.00%

2031

United Air Lines 6% Senior Notes Due 2026

$ 652.0

2026

United Air Lines 6% Senior Notes Due 2028

$ 326.0

2028

$ 326.0

8% Convertible Notes

Class C Pass Through Certificates

212.0

Subsequent Event | Settlement of Debt | 9.875% Senior Notes Due 2013

$ 425.0

2013

Debt instrument convertible effective interest rate

$ 400.0

9.875%

Subsequent Event | Settlement of Debt | 12% Second Lien Due 2013

2013

Debt instrument convertible effective interest rate

$ 200.0

12.00%

Debtor Optional Redemption Period | 6% senior convertible notes due 2029

Holder Optional Redemption Period 1 | 6% senior convertible notes due 2029

Oct. 15, 2014

Holder Optional Redemption Period 2 | 6% senior convertible notes due 2029

Oct. 15, 2014

Holder Optional Redemption Period 3 | 6% senior convertible notes due 2029

Oct. 15, 2019

Oct. 15, 2024

Base Rate Loans

3.25%

LIBOR

4.25%

$ 5,548.0

5,548.0

$ 6,020.0

$ 1,995.0

United Air Lines Inc | Letter of Credit

4,285.0

$ 5,130.0

Credit facility outstanding amount

77.0

United Air Lines Inc | Performance Bonds

Credit facility outstanding amount

$ 300.0

United Air Lines Inc | 4.50% Senior Note

United Air Lines Inc | UAL 8% Contingent Senior Notes

Conversion price

$ 32.64

Debt instrument convertible effective interest rate

8.00%

United Air Lines Inc | UAL 6% Senior Convertible Notes

Debt instrument convertible effective interest rate

6.00%

United Air Lines Inc | Pass Through Certificates

United Air Lines Inc | Unsecured Debt | UAL 4.5% Senior Limited-Subordination Convertible Notes

$ 1,600.0

Debt instrument convertible effective interest rate

4.50%

2021

Repurchased debt

$ 570.0

Senior convertible notes Optional purchase date

$ 726.0

Jun. 30, 2016

Debt Instrument conversion percentage

125.00%

Number of consecutive trading days

60 days

United Air Lines Inc | Unsecured Debt | United Air Lines 8% Senior Notes Due 2024

$ 156.0

Debt instrument convertible effective interest rate

8.00%

2024

United Air Lines Inc | Unsecured Debt | UAL 6% Senior Convertible Notes

$ 400.0

Debt instrument convertible effective interest rate

6.00%

2031

United Air Lines Inc | Base Rate Loans | Amended Credit Facility

$ 652.0

United Air Lines Inc | LIBOR | Amended Credit Facility

1.00%

United Air Lines Inc | Secured Debt | Amended credit facility, LIBOR plus 2.0%, due 2014

2.00%

2.00%

2014

Debt instrument, maturity date

$ 1,201.0

$ 1,219.0

Feb. 01, 2014

Semi-annual payments of principal

$ 9.0

United Air Lines Inc | Secured Debt | 9.875% Senior Notes Due 2013

Debt instrument convertible effective interest rate

2013

9.875%

United Air Lines Inc | Secured Debt | 12% Second Lien Due 2013

Debt instrument convertible effective interest rate

2013

12.00%

$ 6,511.0

6,511.0

$ 5,542.0

Difference in long term debt noncurrent

5,753.0

4,957.0

57.0

64.0

Preferred securities liquidation value

248.0

Continental Airlines Inc | Letter of Credit and Performance Bonds

Credit facility outstanding amount

67.0

Continental Airlines Inc | Class A Pass Through Certificates

Debt instrument convertible effective interest rate

$ 712.0

4.00%

Continental Airlines Inc | Class B Pass Through Certificates

Debt instrument convertible effective interest rate

$ 132.0

5.50%

Continental Airlines Inc | Class A Pass Through Certificates and Class B Pass Through Certificates

Continental Airlines Inc | Pass Through Certificates

293.0

$ 892.0

4,300.0

Continental Airlines Inc | Class C Pass Through Certificates

892.0

Debt instrument convertible effective interest rate

$ 425.0

6.125%

Continental Airlines Inc | Secured by Spare Parts Inventory

$ 278.0

Continental Airlines Inc | Secured by Spare Parts Inventory | Series One

Notes outstanding total

$ 304.0

Continental Airlines Inc | Secured by Spare Parts Inventory | Other Series

0.35%

Continental Airlines Inc | Convertible Debt Derivative Asset

3.125%

Convertible debt derivative asset

$ 268.0

193.0

Continental Airlines Inc | Convertible Debt Option Liability

Convertible debt option liability

$ 128.0

$ 95.0

Continental Airlines Inc | Unsecured Debt | Continental 4.5% Convertible Notes

Debt instrument convertible effective interest rate

4.50%

2015

Conversion price

$ 18.93

Continental Airlines Inc | Unsecured Debt | Continental 5% Convertible Notes

$ 230.0

Debt instrument convertible effective interest rate

5.00%

Continental Airlines Inc | Unsecured Debt | Continental 6% Convertible Junior Subordinated Debentures

2023

Debt instrument convertible effective interest rate

6.00%

2030

$ 248.0

Debt instrument, maturity date

$ 248.0

Nov. 15, 2030

Private placement

Liquidation value per preferred security

$ 50

Conversion rate per share of common stock

57.14

Conversion rate per share of preferred security

$ 0.875

Continental Airlines Inc | Secured Debt | 6.75% senior secured notes due 2015

Debt instrument convertible effective interest rate

2015

6.75%

Continental Airlines Inc | Adjusted For Embedded Conversion Options

$ 800.0

^[1]

$ 5,810.0

$ 5,021.0

[1]

Summary of Collateral Covenants and Cross Default Provisions (Detail)	12 Months Ended
	Dec. 31, 2012
Revolving Credit Facility
Debt Instrument [Line Items]
Collateral, Covenants and Cross Default Provisions	Collateral, Covenants and Cross Default Provisions Secured by take-off and landing slots of United and Continental at Newark Liberty, LaGuardia and Washington Reagan and certain of their other assets. The facility requires the Company to maintain at least $3.0 billion of unrestricted liquidity at all times, which includes unrestricted cash, short-term investments and any undrawn amounts under any revolving credit facility and to maintain a minimum ratio of appraised value of collateral to the outstanding obligations under the Revolving Credit Facility of 1.67 to 1.0 at all times. The facility contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of UAL, United and Continental.
Amended Credit Facility
Debt Instrument [Line Items]
Collateral, Covenants and Cross Default Provisions	Secured by certain of United's international route authorities, international slots and related gate interests and associated rights. The international routes include the Pacific (including China and Hong Kong, but excluding Japan) and London Heathrow routes. The Amended Credit Facility contains covenants, that among other things, restrict the ability of United and the guarantors under the facility to sell assets, incur additional indebtedness, make investments, pay dividends on or repurchase stock, or merge with other companies. UAL and United must also maintain a specified minimum 1.5 to 1.0 ratio of EBITDAR to the sum of the following fixed charges for all applicable periods: (a) cash interest expense and (b) cash aircraft operating rental expense. The Amended Credit Facility also requires compliance with the following financial covenants: (i) a minimum unrestricted cash balance of $1.0 billion at all times, and (ii) a minimum collateral ratio. The facility contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of UAL and the guarantors under the facility.
United Air Lines 6% Senior Convertible Notes
Debt Instrument [Line Items]
Collateral, Covenants and Cross Default Provisions	The amended and restated indenture for these notes, which are unsecured, contains covenants that, among other things, restrict the ability of UAL and its subsidiaries to incur additional indebtedness and pay dividends on or repurchase stock. These covenants cease to be in effect when the indenture covering the Senior Notes is discharged. However, if UAL at that time or thereafter has a series of public debt securities with a principal amount of $300 million or more that has the benefit of covenants that are substantially similar to those contained in the indenture for the New PBGC Notes, then subject to certain conditions and upon written request of the PBGC to UAL, UAL and United will use commercially reasonable efforts to amend the indenture for the New PBGC Notes to include such covenants.
Continental Airlines Inc \| Secured by Spare Parts Inventory
Debt Instrument [Line Items]
Collateral, Covenants and Cross Default Provisions	Continental has a collateral maintenance agreement requiring it, among other things, to maintain a loan-to-collateral value ratio of not greater than 45% with respect to the senior series of equipment notes and a loan-to-collateral value ratio of not greater than 75% with respect to both series of notes combined. Continental must also maintain a certain level of rotable components within the spare parts collateral pool.
Continental Airlines Inc \| 6.75% senior secured notes due 2015
Debt Instrument [Line Items]
Collateral, Covenants and Cross Default Provisions	Secured by certain of Continental's U.S.-Asia and U.S.-London Heathrow routes and related assets, all of the outstanding common stock and other assets of the guarantor subsidiaries and substantially all of the other assets of the guarantors, including route authorities and related assets. The indenture for the Senior Notes includes covenants that, among other things, restrict Continental's ability to sell assets, incur additional indebtedness, issue preferred stock, make investments or pay dividends. In addition, if Continental fails to maintain a collateral coverage ratio of 1.5 to 1.0, Continental must pay additional interest on notes at the rate of 2% per annum until the collateral coverage ratio equals at least 1.5 to 1.0. The indenture for the Senior Notes also includes events of default customary for similar financings and a cross default provision if Continental fails to make payment when due with respect to certain obligations regarding frequent flyer miles purchased by Chase under the Company's Co-Brand Agreement.

Future Minimum Lease Payments for Capital and Operating Leases (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

Capital Leases

^[1],[2]

$ 214

^[1],[2]

197

^[1],[2]

177

^[1],[2]

164

^[1],[2]

120

Present value of minimum lease payments

^[1],[2]

582

Minimum lease payments

^[1],[2]

1,454

Imputed interest

^[1],[2]

(540)

^[1],[2]

914

Current portion

(122)

^[1],[2]

$ (125)

Long-term obligations under capital leases

792

^[1],[2]

928

Aircraft Operating Leases

Operating Leases

^[2]

1,543

^[2]

1,466

^[2]

1,198

^[2]

960

^[2]

861

^[2]

1,491

Facility And Other Operating Leases

^[2]

7,519

Operating Leases

^[2]

1,108

^[2]

955

^[2]

816

^[2]

744

^[2]

696

^[2]

5,376

^[2]

9,695

Capital Leases

^[1]

197

^[1]

182

^[1]

162

^[1]

149

^[1]

109

Present value of minimum lease payments

^[1]

238

Minimum lease payments

^[1]

1,037

Imputed interest

^[1]

(300)

^[1]

737

Current portion

(119)

^[1]

(122)

Long-term obligations under capital leases

618

^[1]

735

United Air Lines Inc | Aircraft Operating Leases

647

595

417

246

179

213

United Air Lines Inc | Facility And Other Operating Leases

2,297

713

586

460

418

411

1,926

4,514

Present value of minimum lease payments

Capital Leases

^[1]

^[1]

^[1]

^[1]

^[1]

^[1]

344

Minimum lease payments

^[1]

417

Imputed interest

^[1]

(240)

^[1]

177

Current portion

(3)

^[1]

(3)

Long-term obligations under capital leases

174

^[1]

$ 193

Continental Airlines Inc | Aircraft Operating Leases

905

878

783

714

682

1,278

Continental Airlines Inc | Facility And Other Operating Leases

5,240

395

369

356

326

285

3,450

$ 5,181

[1]

[2]

Future Minimum Lease Payments for Capital and Operating Leases (Parenthetical) (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2012 USD ($) AirCraft
United Air Lines Inc \| Nonoperating Aircraft
Capital Leases And Operating Leases [Line Items]
Number of assets subject to lease	2
Operating lease future payments \| $	$ 2
United Air Lines Inc \| Mainline
Capital Leases And Operating Leases [Line Items]
Number of assets subject to lease	49
United Air Lines Inc \| Regional Carrier
Capital Leases And Operating Leases [Line Items]
Number of assets subject to lease	38
United Air Lines Inc \| Minimum
Capital Leases And Operating Leases [Line Items]
Imputed interest rate	3.30%
United Air Lines Inc \| Maximum
Capital Leases And Operating Leases [Line Items]
Imputed interest rate	20.00%
Continental Airlines Inc \| Nonoperating Aircraft
Capital Leases And Operating Leases [Line Items]
Number of assets subject to lease	23
Operating lease future payments \| $	$ 128
Continental Airlines Inc \| Minimum
Capital Leases And Operating Leases [Line Items]
Imputed interest rate	5.00%
Continental Airlines Inc \| Maximum
Capital Leases And Operating Leases [Line Items]
Imputed interest rate	8.40%

Leases and Capacity Purchase Agreements - Additional Information (Detail)

12 Months Ended

Dec. 31, 2012

USD ($)

AirCraft

Dec. 31, 2011

USD ($)

Dec. 31, 2010

USD ($)

$ 2,470,000,000

$ 2,403,000,000

$ 1,812,000,000

Regional Aircraft

463,000,000

498,000,000

411,000,000

United Air Lines Inc | Regional Aircraft

1,507,000,000

$ 1,574,000,000

$ 1,610,000,000

Continental Airlines Inc | Regional Aircraft

380,000,000

Capacity Purchase Agreements | United Air Lines Inc

$ 83,000,000

Number of regional aircraft | AirCraft

275

Airline capacity purchase arrangements, expiration year

$ 2,024

Capacity Purchase Agreements | Continental Airlines Inc

Number of regional aircraft | AirCraft

276

Airline capacity purchase arrangements, expiration year

$ 2,021

Variable Interest Entity, Not Primary Beneficiary | Tax Exempt Bonds

Variable Interest Entity, Not Primary Beneficiary | United Air Lines Inc | Denver Bonds

1,700,000,000

Variable Interest Entity, Not Primary Beneficiary | United Air Lines Inc | Tax Exempt Bonds

270,000,000

Variable Interest Entity, Not Primary Beneficiary | Continental Airlines Inc | Tax Exempt Bonds

270,000,000

10% increase or decrease in scheduled block hours | Capacity Purchase Agreements | United Air Lines Inc

$ 1,400,000,000

Scheduled block hours increase (decrease) percentage

10.00%

Change in cash obligation

$ 76,000,000

Cash obligation increase (decrease) percentage

8.20%

10% increase or decrease in scheduled block hours | Capacity Purchase Agreements | Continental Airlines Inc

Scheduled block hours increase (decrease) percentage

10.00%

Change in cash obligation

$ 72,000,000

Cash obligation increase (decrease) percentage

8.20%

Minimum

Minimum | United Air Lines Inc

Projected inflation rate

1.50%

Minimum | Continental Airlines Inc

1 year

1 year

Maximum

Maximum | United Air Lines Inc

Projected inflation rate

2.20%

Maximum | Continental Airlines Inc

12 years

Aircraft Operating Leases

12 years

Operating lease extended expiration year

2032

Aircraft Operating Leases | United Air Lines Inc

^[1]

$ 7,519,000,000

Aircraft Operating Leases | Continental Airlines Inc

2,297,000,000

Aircraft Operating Leases | Minimum

$ 5,240,000,000

Operating lease expiration date, in years

Operating lease term

1 year

2013

Aircraft Operating Leases | Maximum

Operating lease expiration date, in years

Operating lease term

26 years

2024

[1]

Nonaircraft Rent Expense (Detail) - USD ($) $ in Millions	12 Months Ended
Nonaircraft Rent Expense (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Leases Disclosure [Line Items]
Nonaircraft rent expense	$ 1,278	$ 1,265	$ 839
United Air Lines Inc
Leases Disclosure [Line Items]
Nonaircraft rent expense	654	666	685
Continental Airlines Inc \| Successor
Leases Disclosure [Line Items]
Nonaircraft rent expense	$ 624	$ 599	154
Continental Airlines Inc \| Predecessor
Leases Disclosure [Line Items]
Nonaircraft rent expense			$ 452

Schedule of Lease Valuation Adjustments (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fresh-Start Adjustment [Line Items]
Net deferred asset	$ 881	$ 1,133
Revaluation of Assets
Fresh-Start Adjustment [Line Items]
Less: amortization	(12)	(14)
Net deferred asset	82	94	$ 108
Revaluation of Liabilities
Fresh-Start Adjustment [Line Items]
Less: accretion	252	241
Net deferred asset	(881)	(1,133)	(1,374)
United Air Lines Inc \| Revaluation of Assets
Fresh-Start Adjustment [Line Items]
Less: amortization	(12)	(14)
Net deferred asset	82	94	108
Continental Airlines Inc
Fresh-Start Adjustment [Line Items]
Net deferred asset	881	1,133
Continental Airlines Inc \| Revaluation of Liabilities
Fresh-Start Adjustment [Line Items]
Less: accretion	252	241
Net deferred asset	$ (881)	$ (1,133)	$ (1,374)

Future Lease Payment under Terms of Capacity Purchase Agreement (Detail) - Capacity Purchase Agreements $ in Millions	Dec. 31, 2012 USD ($)
Long-term Purchase Commitment [Line Items]
2013	$ 1,801
2014	1,604
2015	1,422
2016	1,187
2017	1,159
After 2017	2,376
Contractual Obligation, Total	9,549
United Air Lines Inc
Long-term Purchase Commitment [Line Items]
2013	931
2014	781
2015	691
2016	481
2017	472
After 2017	947
Contractual Obligation, Total	4,303
Continental Airlines Inc
Long-term Purchase Commitment [Line Items]
2013	870
2014	823
2015	731
2016	706
2017	687
After 2017	1,429
Contractual Obligation, Total	$ 5,246

Variable Interest Entities - Additional Information (Detail) - Variable Interest Entity, Not Primary Beneficiary	Dec. 31, 2012 AirCraft
United Air Lines Inc \| Mainline
Variable Interest Entity [Line Items]
Aircraft under operating lease	11
Continental Airlines Inc \| Mainline
Variable Interest Entity [Line Items]
Aircraft under operating lease	73
Continental Airlines Inc \| Regional Carrier
Variable Interest Entity [Line Items]
Aircraft under operating lease	256

Schedule of Acquisition of Aircrafts and Related Spare Engines (Detail) $ in Billions	Dec. 31, 2012 USD ($)
Commitments and Contingencies Disclosure [Line Items]
2013	$ 1.8
2014	1.5
2015	2.0
2016	3.0
2017	2.5
After 2017	7.1
Total commitments	17.9
United Air Lines Inc
Commitments and Contingencies Disclosure [Line Items]
2013	0.8
2014	0.7
2015	0.9
2016	2.0
2017	2.4
After 2017	4.8
Total commitments	11.6
Continental Airlines Inc
Commitments and Contingencies Disclosure [Line Items]
2013	1.0
2014	0.8
2015	1.1
2016	1.0
2017	0.1
After 2017	2.3
Total commitments	$ 6.3

Commitments and Contingencies - Additional Information (Detail) $ in Millions	1 Months Ended		12 Months Ended
	Nov. 30, 2011 USD ($) yr	May 31, 2011 USD ($)	Dec. 31, 2012 USD ($) Employee AirCraft yr	Feb. 25, 2013 Employee	Dec. 31, 2011 USD ($)
Commitments and Contingencies [Line Items]
Terminal improvement project amount		$ 1,000
Special facilities revenue bonds	$ 113
Estimated construction cost	$ 100
Project demand period that determines construction of the remaining phases, minimum years \| yr	7
Project demand period that determines construction of the remaining phases, maximum years \| yr	10
Number of employees \| Employee			88,000
Percentage of employees represented by various U.S. labor organizations			80.00%
Capital Addition Purchase Commitments \| Boeing 737
Commitments and Contingencies [Line Items]
Number of aircraft expected to be delivered \| AirCraft			100
Number of new aircraft under purchase rights and options \| AirCraft			100
Floating Rate Debt
Commitments and Contingencies [Line Items]
Debt instrument principal amount			$ 2,600
Fixed Rate Debt
Commitments and Contingencies [Line Items]
Debt instrument principal amount			347
Loans And Leases From Non U S Entities
Commitments and Contingencies [Line Items]
Debt instrument principal amount			$ 2,800
United Air Lines Inc
Commitments and Contingencies [Line Items]
Assignment of Boeing 737 MAX 9 aircraft			50.00%
Debt instrument principal amount			$ 5,548		$ 6,020
Number of employees \| Employee			47,000
United Air Lines Inc \| Capital Addition Purchase Commitments
Commitments and Contingencies [Line Items]
Number of aircraft expected to be delivered \| AirCraft			100
United Air Lines Inc \| Capital Addition Purchase Commitments \| Boeing 737
Commitments and Contingencies [Line Items]
Number of aircraft expected to be delivered \| AirCraft			50
Number of aircraft expected to be delivered			10
United Air Lines Inc \| Capital Addition Purchase Commitments \| Other Boeing
Commitments and Contingencies [Line Items]
Number of aircraft expected to be delivered \| AirCraft			25
United Air Lines Inc \| Capital Addition Purchase Commitments \| Airbus
Commitments and Contingencies [Line Items]
Number of aircraft expected to be delivered \| AirCraft			25
United Air Lines Inc \| Floating Rate Debt
Commitments and Contingencies [Line Items]
Debt instrument principal amount			$ 1,900
United Air Lines Inc \| Fixed Rate Debt
Commitments and Contingencies [Line Items]
Debt instrument principal amount			186
United Air Lines Inc \| Loans And Leases From Non U S Entities
Commitments and Contingencies [Line Items]
Debt instrument principal amount			$ 2,100
Continental Airlines Inc
Commitments and Contingencies [Line Items]
Assignment of Boeing 737 MAX 9 aircraft			50.00%
Debt instrument principal amount			$ 6,511		$ 5,542
Number of employees \| Employee			41,000
Continental Airlines Inc \| Capital Addition Purchase Commitments
Commitments and Contingencies [Line Items]
Number of aircraft expected to be delivered \| AirCraft			47
Number of new aircraft under purchase rights and options \| AirCraft			74
New aircraft, scheduled delivery date			2013
Continental Airlines Inc \| Capital Addition Purchase Commitments \| Boeing 737
Commitments and Contingencies [Line Items]
Number of aircraft expected to be delivered \| AirCraft			23
Number of aircraft expected to be delivered \| AirCraft			14
Number of aircraft under financing arrangement expected to be delivered \| AirCraft			14
Continental Airlines Inc \| Capital Addition Purchase Commitments \| Other Boeing
Commitments and Contingencies [Line Items]
Number of aircraft expected to be delivered \| AirCraft			24
Number of aircraft expected to be delivered \| AirCraft			2
Number of aircraft under financing arrangement expected to be delivered \| AirCraft			1
Continental Airlines Inc \| Floating Rate Debt
Commitments and Contingencies [Line Items]
Debt instrument principal amount			$ 658
Continental Airlines Inc \| Fixed Rate Debt
Commitments and Contingencies [Line Items]
Debt instrument principal amount			161
Continental Airlines Inc \| Loans And Leases From Non U S Entities
Commitments and Contingencies [Line Items]
Debt instrument principal amount			744
Tax Exempt Bonds \| Indirect Guarantee of Indebtedness
Commitments and Contingencies [Line Items]
Guarantor obligations, maximum exposure			1,300
Contingent liabilities based on participation			259
Tax Exempt Bonds \| United Air Lines Inc \| Indirect Guarantee of Indebtedness
Commitments and Contingencies [Line Items]
Contingent liabilities based on participation			198
Tax Exempt Bonds \| Continental Airlines Inc \| Indirect Guarantee of Indebtedness
Commitments and Contingencies [Line Items]
Contingent liabilities based on participation			$ 61
Subsequent Event \| Collective Bargaining Agreements
Commitments and Contingencies [Line Items]
Number of employees in tentative agreements with IAM \| Employee				28,000
Minimum \| Capital Addition Purchase Commitments \| Boeing 737
Commitments and Contingencies [Line Items]
New aircraft, scheduled delivery date			2018
Minimum \| United Air Lines Inc \| Capital Addition Purchase Commitments
Commitments and Contingencies [Line Items]
New aircraft, scheduled delivery date			2013
Minimum \| Continental Airlines Inc \| Capital Addition Purchase Commitments
Commitments and Contingencies [Line Items]
New aircraft, scheduled delivery date			Jan. 01, 2013
Minimum \| Tax Exempt Bonds \| Indirect Guarantee of Indebtedness
Commitments and Contingencies [Line Items]
Debt instrument, maturity year			2014
Maximum
Commitments and Contingencies [Line Items]
Debt instrument, remaining terms (years) \| yr			10
Maximum \| Capital Addition Purchase Commitments \| Boeing 737
Commitments and Contingencies [Line Items]
New aircraft, scheduled delivery date			2022
Maximum \| Loans And Leases From Non U S Entities
Commitments and Contingencies [Line Items]
Debt instrument, remaining terms (years) \| yr			9
Maximum \| United Air Lines Inc \| Capital Addition Purchase Commitments
Commitments and Contingencies [Line Items]
New aircraft, scheduled delivery date			2020
Maximum \| Continental Airlines Inc \| Capital Addition Purchase Commitments
Commitments and Contingencies [Line Items]
New aircraft, scheduled delivery date			2016
New aircraft, scheduled delivery date			2013-07
Maximum \| Tax Exempt Bonds \| Indirect Guarantee of Indebtedness
Commitments and Contingencies [Line Items]
Debt instrument, maturity year			2041
Variable Interest Entity, Not Primary Beneficiary \| Tax Exempt Bonds
Commitments and Contingencies [Line Items]
Operating leases obligations			$ 1,700
Variable Interest Entity, Not Primary Beneficiary \| Tax Exempt Bonds \| United Air Lines Inc
Commitments and Contingencies [Line Items]
Guarantor obligations, maximum exposure			270
Operating leases obligations			270
Variable Interest Entity, Not Primary Beneficiary \| Tax Exempt Bonds \| Continental Airlines Inc
Commitments and Contingencies [Line Items]
Guarantor obligations, maximum exposure			1,600
Operating leases obligations			1,400
Capital leases obligations			$ 190
Variable Interest Entity, Not Primary Beneficiary \| Minimum \| Tax Exempt Bonds \| United Air Lines Inc and Continental Airline Inc
Commitments and Contingencies [Line Items]
Debt instrument, maturity year			2015
Variable Interest Entity, Not Primary Beneficiary \| Maximum \| Tax Exempt Bonds \| United Air Lines Inc and Continental Airline Inc
Commitments and Contingencies [Line Items]
Debt instrument, maturity year			2038

Supplemental Disclosures of Cash Flow Information and Non-Cash Investing and Financing Activities (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash paid (refunded) during the period for:
Interest (net of amounts capitalized)	$ 766	$ 855	$ 600
Income taxes	2	10	(16)
Non-cash transactions:
Redemption of Continental's 5% Convertible Notes with UAL common stock			175
Property and equipment acquired through issuance of debt	544	130	98
8% Contingent Senior Unsecured Notes and 6% Senior Notes, net of discount	357	88
Restricted cash collateral returned on derivative contracts			(45)
Special facility payment financing	101
Airport construction financing	50
Interest paid in kind on UAL 6% Senior Notes		37	35
United Air Lines Inc
Cash paid (refunded) during the period for:
Interest (net of amounts capitalized)	426	495	489
Income taxes	3	2	(16)
Non-cash transactions:
Transfer of OnePass frequent flyer liability and advanced purchase of miles from Continental	2,387
8% Contingent Senior Unsecured Notes and 6% Senior Notes, net of discount	357	88
Restricted cash collateral returned on derivative contracts			(45)
Interest paid in kind on UAL 6% Senior Notes		37	35
Continental Airlines Inc \| Successor
Cash paid (refunded) during the period for:
Interest (net of amounts capitalized)	340	360	111
Income taxes	1
Non-cash transactions:
Transfer of OnePass frequent flyer liability and advanced purchase of miles from Continental	(2,387)
Redemption of Continental's 5% Convertible Notes with UAL common stock			175
Property and equipment acquired through issuance of debt	544	$ 130	98
Special facility payment financing	101
Airport construction financing	$ 50
Continental Airlines Inc \| Predecessor
Cash paid (refunded) during the period for:
Interest (net of amounts capitalized)			210
Income taxes			1
Non-cash transactions:
Property and equipment acquired through issuance of debt			$ 465

Supplemental Disclosures of Cash Flow Information and Non-Cash Investing and Financing Activities (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
UAL 8% Contingent Senior Notes
Supplemental Cash Flow Information [Line Items]
Debt instrument stated interest rate	8.00%	8.00%
UAL 6% Senior Convertible Notes
Supplemental Cash Flow Information [Line Items]
Debt instrument stated interest rate	6.00%	6.00%	6.00%
Continental 5% Convertible Notes
Supplemental Cash Flow Information [Line Items]
Debt instrument stated interest rate			5.00%
United Air Lines Inc \| UAL 8% Contingent Senior Notes
Supplemental Cash Flow Information [Line Items]
Debt instrument stated interest rate	8.00%	8.00%
United Air Lines Inc \| UAL 6% Senior Convertible Notes
Supplemental Cash Flow Information [Line Items]
Debt instrument stated interest rate	6.00%	6.00%	6.00%
Continental Airlines Inc \| Continental 5% Convertible Notes \| Successor
Supplemental Cash Flow Information [Line Items]
Debt instrument stated interest rate			5.00%

Advanced Purchase of Miles - Additional Information (Detail) - Co-Brand Agreement $ in Millions	Dec. 31, 2012 USD ($)
United Air Lines Inc \| Maximum
Airline Products and Services [Line Items]
Secured obligations	$ 850
Continental Airlines Inc \| 6.75% senior secured notes due 2015
Airline Products and Services [Line Items]
Debt instrument maturity year	2015

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Total net revenue allocated from United to Continental	$ 1,100
Total net expenses allocated from United to Continental	363
Continental Airlines Inc
Related Party Transaction [Line Items]
Payment to related parties	558
Net current payables to related parties	2,542	$ 11
Non-current payables to related parties	270
United Air Lines Inc
Related Party Transaction [Line Items]
Payment to related parties	219
Net current payables to related parties	$ 75	$ 104

Amount of payable due to an entity that is affiliated with the reporting entity by means of direct or indirect ownership. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

Amount of receivables owed to an entity that is affiliated with the reporting entity by means of direct or indirect ownership, which are usually due after one year (or one business cycle, if longer).

One-Time Adjustment to Decrease Frequent Flyer Deferred Revenue and Increase Special Revenue (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2011
Special Charges [Line Items]
Special revenue item	$ 107	$ 107
United Air Lines Inc
Special Charges [Line Items]
Special revenue item		88
Continental Airlines Inc
Special Charges [Line Items]
Special revenue item		$ 19

Components of Integration and Merger-Related Costs and Special Items (Detail) - USD ($) $ in Millions	3 Months Ended									9 Months Ended	12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Special Charges [Line Items]
Merger-related costs													$ 144
Salary and severance-related													249
Integration-related costs	$ 408	$ 60	$ 137	$ 134	$ 170	$ 123	$ 145	$ 79			$ 739	$ 517	171
Total Merger Cost, Total													564
Labor agreement costs	21	$ 454									475
Termination of maintenance service contract					58							58
Aircraft impairments													136
Voluntary severance and benefits			76	49							125
Goodwill impairment credit													(64)
Intangible asset impairment	24			6	4						30	4	29
Other					19							13	4
Gains on sale of assets and other special charges, net	$ (14)		$ (7)	$ (25)							(46)
Total					$ 249	$ 120	$ 39	$ 77			1,323	592	669
United Air Lines Inc
Special Charges [Line Items]
Merger-related costs													114
Salary and severance-related													111
Integration-related costs											569	360	138
Total Merger Cost, Total													363
Labor agreement costs											312
Termination of maintenance service contract												58		$ 104
Aircraft impairments													136
Voluntary severance and benefits											125
Goodwill impairment credit													(64)
Intangible asset impairment													29
Other												15	4
Gains on sale of assets and other special charges, net											(22)
Total											984	433	468
Continental Airlines Inc \| Successor
Special Charges [Line Items]
Merger-related costs													30
Salary and severance-related													138
Integration-related costs											170	157	33
Total Merger Cost, Total													201
Labor agreement costs											163
Intangible asset impairment											30	4
Other												(2)
Gains on sale of assets and other special charges, net											(24)
Total									$ 201		$ 339	$ 159	201
Continental Airlines Inc \| Predecessor
Special Charges [Line Items]
Merger-related costs													10
Integration-related costs													19
Total Merger Cost, Total													29
Aircraft impairments													6
Other													12
Total										$ 47			$ 47

Merger and Integration-Related Costs and Special Items - Additional Information (Detail) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2012 USD ($)	Sep. 30, 2012 USD ($)	Jun. 30, 2012 USD ($) AirCraft	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Sep. 30, 2011 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Debt extinguishment charge									$ 309
Fair value of liabilities extinguished									212
Labor agreement costs	$ 21	$ 454							475
Severance and benefits			$ 76	$ 49					125
Number of mechanics offering to retire early				400
Number of flight attendants voluntarily on leave				1,800
Number of flight attendants accepted voluntary retirement \| AirCraft			1,300
Intangible asset impairment	24			$ 6	$ 4				30	$ 4	$ 29
Aircraft-related charges (gains), net					(2)	$ (3)	$ 1	$ (2)
Goodwill impairment credit											$ 64
Termination of maintenance service contract					$ 58					$ 58
UAL 8% Contingent Senior Notes
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Debt instrument stated interest rate					8.00%					8.00%
Principal amount of senior notes	188				$ 125				$ 188	$ 125
Debt instrument convertible effective interest rate									8.00%	8.00%
United Air Lines 8% Senior Notes Due 2024
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Principal amount of senior notes	$ 400								$ 400
Debt instrument maturity year	2024								2024
UAL 6% Senior Convertible Notes
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Principal amount of senior notes	$ 652								$ 652
Debt instrument convertible effective interest rate									6.00%	6.00%	6.00%
Debt instrument maturity year	2031								2031
8% Notes Indenture
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Debt instrument stated interest rate					8.00%					8.00%
Debt instrument, fair value					$ 88					$ 88
Principal amount of senior notes					$ 125					125
Voluntary retirement program
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Severance and benefits				32
Voluntary leave of absence program
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Severance and benefits				$ 17
United Air Lines Inc
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Labor agreement costs									$ 312
Severance and benefits									$ 125
Intangible asset impairment											$ 29
Goodwill impairment credit											$ 64
Termination of maintenance service contract										$ 58		$ 104
United Air Lines Inc \| UAL 8% Contingent Senior Notes
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Debt instrument convertible effective interest rate									8.00%	8.00%
United Air Lines Inc \| UAL 6% Senior Convertible Notes
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Debt instrument convertible effective interest rate									6.00%	6.00%	6.00%
Continental Airlines Inc \| Successor
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Labor agreement costs									$ 163
Intangible asset impairment									30	$ 4
Aircraft-related charges (gains), net									46
United Continental Holdings Inc
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Labor agreement costs									475
Expected cash payment									55
United Continental Holdings Inc \| Pilot Disability Plan
Merger, Acquisition, Integration Costs and Other Charges [Line Items]
Labor agreement costs									$ 80

Accrual Activity (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Severance/ Medical Costs

Liability assumed due to Merger

$ 55

$ 102

$ 45

170

155

(160)

(68)

(101)

Severance/ Medical Costs | United Air Lines Inc

102

152

(141)

(42)

(77)

Severance/ Medical Costs | Continental Airlines Inc

(7)

^[1]

(19)

(26)

(38)

^[1]

Permanently Grounded Aircraft

(1)

(3)

(25)

(15)

(39)

Permanently Grounded Aircraft | United Air Lines Inc

(1)

(3)

(25)

(15)

(39)

Permanently Grounded Aircraft | Continental Airlines Inc

^[1]

(1)

^[1]

(1)

Unused Facilities

Liability assumed due to Merger

(2)

(1)

(3)

(26)

Unused Facilities | Continental Airlines Inc

(2)

^[1]

(1)

(3)

(28)

^[1]

$ 1

$ 4

$ 7

[1]	Continental accrual and payment amounts for 2010 represent both Predecessor and Successor periods. Total accrual and payments in the Predecessor period were $11 million and $17 million, respectively. Total accrual and payments in the Successor period were $81 million and $50 million, respectively.

Accrual Activity (Parenthetical) (Detail) - Continental Airlines Inc $ in Millions	12 Months Ended
	Dec. 31, 2010 USD ($)
Predecessor
Schedule Of Accrual Activity [Line Items]
Accrual	$ 11
Payments	17
Successor
Schedule Of Accrual Activity [Line Items]
Accrual	81
Payments	$ 50

Amount of any reversal and other adjustment made during the period to the amount of a previously accrued liability for a specified type of restructuring cost, excluding adjustments for costs incurred during the period, costs settled during the period, and foreign currency translation adjustments.

Schedule of Selected Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Selected Quarterly Financial Data [Line Items]
Operating revenue	$ 8,702	$ 9,909	$ 9,939	$ 8,602	$ 8,928	$ 10,171	$ 9,809	$ 8,202	$ 37,152	$ 37,110	$ 23,325
Income (loss) from operations	(465)	200	575	(271)	45	935	808	34	39	1,822	976
Net income (loss)	$ (620)	$ 6	$ 339	$ (448)	$ (138)	$ 653	$ 538	$ (213)	$ (723)	$ 840	$ 253
Basic earnings (loss) per share	$ (1.87)	$ 0.02	$ 1.02	$ (1.36)	$ (0.42)	$ 1.97	$ 1.63	$ (0.65)	$ (2.18)	$ 2.54	$ 1.22
Diluted earnings (loss) per share	$ (1.87)	$ 0.02	$ 0.89	$ (1.36)	$ (0.42)	$ 1.69	$ 1.39	$ (0.65)	$ (2.18)	$ 2.26	$ 1.08

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
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-Subparagraph (SX 210.5-03.21)
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 18
-Article 7

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 36, 37, 38
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 07-4
-Paragraph 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 20
-Article 5

Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-Section 04
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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e565-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 10, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A7
-Appendix A

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 87-21
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 95
-Paragraph 28, 29, 30
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9